Allen & Gledhill has advised SP Group Treasury on the issue of S$600 million (US$442.6m) 3.375 percent notes due 2029, under its S$10 billion (US$7.4b) global medium term note programme. The notes are unconditionally and irrevocably guaranteed by Singapore Power. Partners Yeo Wico, Jeanne Ong, Andrew Chan, Yeo Boon Kiat and Sunit Chhabra led the firm’s team in the transaction.
AZB & Partners has advised CDC Group and Ayana Renewable Power on the Rs23.4 billion (US$335.8m) acquisition by GGEF and NIIF of a more than 25 percent stake in Ayana India. Partners Darshika Kothari, Roxanne Anderson and Kunal Kumbhat led the firm’s team in the transaction, which was signed on February 27, 2019.
AZB & Partners has also advised BNP Paribas Cardif on the acquisition by CA Emerald Investments, an affiliate of The Carlyle Group, of nine percent of the paid-up equity share capital of SBI Life Insurance from BNP Paribas Cardif. Partners Rajendra Barot, Arvind Ramesh and Harsh Maggon led the firm’s team in the transaction, which was completed on March 1, 2019.
Baker McKenzie is advising Wolverine World Wide on a joint venture with Xtep International Holdings to develop, market and distribute Merrell and Saucony products in China, Hong Kong and Macau. The joint venture plans to open new stores under the Merrell and Saucony banners, with the majority slated for shopping malls in China’s larger cities, coupled with an increasing presence for these brands in Hong Kong and Macau. The joint venture is expected to begin operating in the second half of 2019. Wolverine is one of the world’s leading marketers and licensors of branded casual, active lifestyle, work, outdoor sport, athletic, children’s and uniform footwear and apparel. Xtep is a powerful vertical player in the fast-growing sportswear market, with over 6,200 stores in 31 provinces and municipalities across China. M&A partner Tracy Wut and M&A principal Sze Shing Tan, supported by IP partner Isabella Liu, led the firm’s team in the transaction.
Baker McKenzie has also advised West Knighton on the delisting and privatisation of Cityneon Holdings in Singapore. West Knighton is an SPV owned by Cityneon executive chairman and group CEO Ron Tan and Hong Kong entrepreneur and investor Johnson Ko Chun Shun. Cityneon is a full-service ideas agency, specialising in transforming customer and brand experiences, encompassing four independent yet integrated business divisions — interior architecture, experiential environments, events and exhibitions. The company creates licensed interactive exhibitions based on blockbuster entertainment franchises, such as Marvel’s Avengers superheroes, Jurassic Park and Transformers. West Knighton acquired a 68.95 percent stake in Cityneon in an off-market transaction, and subsequently launched a mandatory unconditional cash offer for the company’s remaining shares to take the company private. Cityneon’s shares were delisted in Singapore on February 1, 2019, and the privatisation was completed on February 20, 2019. Hong Kong partner Christina Lee and Min-tze Lean, a principal in the corporate and securities practice group at Baker McKenzie’s Singapore member firm Baker McKenzie Wong & Leow, supported by principal Kah Chin Chu, led the firm’s team in the transaction.
Colin Ng & Partners has advised global event organiser Comexposium Holding on the acquisition of the Indonesia Motorcycle Show, the biggest international motorcycle show in Indonesia, by its subsidiary, Amara Tujuh Perjuangan, from Amara Pameran Internasional (API). This acquisition will strengthen the already successful joint venture partnership between Comexposium and API. Partner Ken Chia led the firm’s team in the transaction.
Conyers Dill & Pearman has provided BVI and Cayman Islands advice to China Gingko Education Group on its HK$180 million (US$23m) IPO of 125 million shares in Hong Kong. The company operates Yinxing Hospitality Management College of CUIT, which offers a range of courses in the management, literature, engineering, education and arts disciplines, providing higher education services on hospitality management in China. Hong Kong partner Richard Hall, working alongside Sidley Austin, led the firm’s team in the transaction.
Conyers Dill & Pearman has also acted as special counsel in the Cayman Islands to Fantasia Holdings Group and to its BVI subsidiary guarantors, Fantastic Victory, Wisdom Regal and Fantasia Financial Community Group on the company’s issue of US$100 million 15 percent senior notes due 2021, to be consolidated and forming a single series with the US$130 million 15 percent senior notes due 2021, issued on December 18, 2018, and the US$70 million 15 percent senior notes due 2021, issued on December 28, 2018. The December 2018 notes are listed in Singapore. The company is a leading property developer and property-related service provider in China. Hong Kong partner Anna Chong, working alongside Sidley Austin (Hong Kong), led the firm’s team in the transaction.
Cyril Amarchand Mangaldas has acted as Indian law counsel to Hindustan Construction (HC) and ICICI Securities, as the lead manager, on HC’s rights issue. The issue is one of the few instances in the recent past of capital raising by a company operating in the infrastructure sector. As part of the transaction, up to 497.6 million HC equity shares were offered for cash at Rs10 (US$0.143) each, for an aggregate amount not exceeding Rs4.97 billion (US$71.3m), on a rights basis to eligible HC equity shareholders, in the ratio of 49 equity shares for every 100 fully paid-up equity shares. The issue opened for subscription on December 3, 2018, and closed on December 17, 2018. The shares were allotted on December 27, 2018, and were listed on December 31, 2018. Capital markets head partner Yash Ashar and partner Abhinav Kumar led the firm’s team in the transaction.
Davis Polk has advised the initial purchasers on a Regulation S offering by Zhenro Properties Group of US$200 million 9.15 percent senior notes due 2022. Hong Kong-listed Zhenro Properties Group focuses on the development of residential properties and the development, operation and management of commercial and mixed-use properties in China. Partner Gerhard Radtke led the firm’s team in the transaction.
Davis Polk has also advised the initial purchaser on China Evergrande Group’s offering of US$100 million principal amount of eight percent senior notes due 2020, which is to be consolidated and form a single class with the US$100 million principal amount of eight percent senior notes due 2020 issued by China Evergrande Group on December 27, 2018. Hong Kong-listed China Evergrande Group is one of the largest developers of residential property projects in different cities across China. Hong Kong partner Gerhard Radtke also led the firm’s team in the transaction.
HSA Advocates has represented a consortium of four ports, namely Vishakapatnam Port Trust, Paradeep Port Trust, Jawaharlal Nehru Port Trust and Deendayal Port Trust, on the strategic sale of Dredging Corporation of India concluded by the Government of India. The four ports have acquired 100 percent of the government’s 73.47 percent shareholding in the company. Senior partner Anjan Dasgupta, supported by partner Aninda Pal, led the firm’s team in the transaction. Linklegal advised the Government of India.
Khaitan & Co has advised Zuari Agro Chemicals as the issuer and JM Financial as the lead manager on the filing of the draft letter of offer with the SEBI for the proposed rights issue of compulsorily convertible debentures for an amount up to Rs5 billion (US$71.8m) to the eligible equity shareholders of Zuari Agro Chemicals. It is first rights issue filed in accordance with the Schedule VI Part A of the SEBI Regulations 2018, with disclosures in the draft letter of offer akin to that of an IPO, and sets a precedent on various changes brought about by the SEBI Regulations. It is also the first rights issue filed after the notification of the new Guidance Note on Reports in Company Prospectuses (Revised 2019) by the Institute of Chartered Accountants of India, pursuant to which the certificates, comfort letters, examination reports and other auditor deliverables were negotiated with a prominent auditor. Zuari Agro Chemicals is the flagship company of Adventz Group and leading the agriculture vertical of the group. It manufactures, trades in, and markets chemical fertilizers in India. It also produces organic manure, micronutrients, seeds, pesticides and specialty fertilizers. Executive director Sudhir Bassi led the firm’s team in the transaction.
Khaitan & Co has also advised Future Retail on the execution of master franchise agreement by its subsidiary SHME Food Brands with 7-Eleven to develop and operate 7-Eleven stores within India. The expansion marks 7-Eleven’s first entry into India. Future Group offers more than 80 brands in fashion, footwear, FMCG, food and homeware segments that contribute almost half of its sales through the retail chains forming part of its network. 7-Eleven is the premier name and largest chain in the convenience-retailing industry. Partners Haigreve Khaitan, Mehul Shah and Vivek Sriram, supported by partner Vinita Krishnan, led the firm’s team in the transaction.
Maples and Calder (Hong Kong) has acted as BVI counsel to Zhaojin Mining International Finance on its issue of US$300 million 5.5 percent guaranteed notes due 2022. The notes are guaranteed by Zhaojin Mining Industry and listed in Hong Kong. The Zhaojin group is a leading gold producer in China. The issue closed on March 1, 2019. Partner Lorraine Pao led the firm’s team in the transaction, while Freshfields Bruckhaus Deringer acted as English counsel. Clifford Chance acted as English counsel to the joint lead managers.
Maples and Calder (Hong Kong) has also acted as Cayman Islands and BVI counsel to CIFI Holdings (Group) on its issue of US$300 million 7.625 percent guaranteed senior notes due 2023. The notes are listed in Hong Kong, and the issue closed on February 28, 2019. CIFI Holdings is engaged in property development and property investment in China. Partner Lorraine Pao led the firm’s team in the transaction, while Sidley Austin acted as Hong Kong and US counsel. Davis Polk & Wardwell acted as US counsel to the initial purchasers.
Proskauer has advised Accor on its recent acquisition of Tribe, Australia’s first integrated modular hotel brand. Partner Yuval Tal, co-head of lodging and gaming group and manager of Hong Kong and Beijing offices, supported by New York partner Jeff Horwitz, co-head of PERE and lodging and gaming groups, led the firm’s team in the transaction.
Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, has advised Alpha Investment Partners on the S$160 million (US$118m) acquisition of shares in SPVs holding six strata-titled office floors with a total strata area of about 70,000 square feet in Suntec City Development. Partners Norman Ho, Benjamin Tay, Hoon Chi Tern, Lee Weilin and Ho Mei Shi led the firm’s team in the transaction.
Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, has also advised DeClout on the S$86.58 million (US$63.9m) voluntary cash offer by Exeo Global, a wholly-owned subsidiary of Kyowa Exeo, for the shares of DeClout. DeClout is a global builder of next-generation information and communications technologies companies which invests in, incubates and scales companies to become global or regional market leaders. Partner Danny Lim led the firm’s team in the transaction.
Skadden has represented Mitsui Sumitomo Insurance on its US$910 million Rule 144A/Regulation S offering of step-up callable perpetual notes. The offering closed on March 6, 2019. Partner Kenji Taneda led the firm’s team in the transaction.
