Deals – March 25, 2015

Allens has also advised Infrastructure Capital Group (ICG) as financial and ratings adviser in respect of Hallett Hill No.2 Wind Farm’s A$205 million (US$161.7m) issue in the US Private Placement (USPP) market. The transaction is groundbreaking, as Hallett Hill is the first Australian wind farm to issue in the USPP market. Funds from the USPP issuance will be used to refinance Hallett Hill’s current senior debt facility. Funding will occur on 27 May 2015. Hallett Hill, a 71MW, 34 turbine, wind farm located near Mt Bryan in South Australia, has been operational since 2009 and is wholly-owned by the Energy Infrastructure Trust, which is managed by ICG. Partner Michael Ryan led the transaction, working alongside US law firm Sidley Austin.

Amarchand & Mangaldas & Suresh A Shroff & Co has acted as the sole advisor to NTPC Ltd in respect of its issue of secured, non-cumulative, non-convertible, redeemable, taxable, fully paid-up bonus debentures, based on a debenture entitlement ratio of 1:1, having face value of INR12.5 (US$0.20) each out of free reserves of the company to its shareholders through a Scheme of Arrangement in terms of Section 391 to 394 of the Companies Act 1956. The transaction represents the first bonus debenture issue by a government company and is the largest issue in terms of deal size for any bonus debenture issue so far in India. NTPC being a government company, the Scheme of Arrangement has been approved by the Ministry of Corporate Affairs on 2 March 2015. Partners Kalpataru Tripathy, Anirudh Das and Prashant Gupta led the transaction which was valued at INR10,306 crores (US$1.66b).

Appleby has acted as Cayman counsel for ICO Group Ltd in respect of its listing on the Growth Enterprise Market of the HKSE on 18 March 2015, with gross proceeds of approximately HK$100 million (US$12.9m). Majority of the proceeds will be used for purchasing new office space and renovating existing offices, as well as for strategic business growth through merger, acquisition or business collaboration. ICO Group is a Hong Kong-based IT service provider offering application and solution development, secondment services, maintenance and support, and IT infrastructure solutions. Hong Kong corporate partner Judy Lee led the transaction whilst Tso Au Yim & Yeung Solicitors and Zhong Lun Law Firm advised as to Hong Kong law and PRC law, respectively. Fairbairn Catley Low & Kong advised the sponsor and the underwriter as to Hong Kong law.

AZB & Partners has advised Jasper Infotech Private Ltd in respect of its acquisition of a minority shareholding in Quickdel Logistics Private Ltd. Partner Srinath Dasari led the transaction which was completed on 27 February 2015.

Dhir & Dhir Associates has advised the consortium of lenders, led by Indian Renewable Energy Development Agency Ltd, in respect of the INR2.05 billion (US$32.87m) financial assistance to Azure Clean Energy Private Ltd for part financing the cost of implementing the 40 MW grid-connected solar photovoltaic power project at Villages Nandia Kalan and Hardhani, Tehsil Bawri, District Jodhpur, State of Rajasthan. The consortium comprised of Indian Renewable Energy Development Agency Ltd, India Infrastructure Finance Company Ltd and International Finance Corp. Associate partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised IFCI Ltd, owned and controlled by the Government of India, and the lead managers in respect IFCI’s Tranche-II of the public issue of secured, redeemable, non-convertible debentures aggregating up to the residual shelf limit of approximately INR7.9 billion (US$126.7m). The Tranche-II issue was subscribed three times. The base issue size was INR2.5 billion (US$40.1m) with an option to retain over-subscription up to the residual shelf limit of approximately INR7.9 billion (US$126.7m). The issue was closed on 4 February 2015. SBI Capital Markets Ltd, A K Capital Services Ltd, Edelweiss Financial Services Ltd and RR Investors Capital Services Private Ltd acted as the lead managers to the public issue. Associate partner Girish Rawat also led the transaction.

J Sagar Associates has advised PVR Ltd in respect of its recently concluded purchase of the entire equity and preference share capital held by L Capital Eco Ltd (L Cap) in PVR Leisure Ltd. L Cap is a Mauritius-based subsidiary of L Capital Asia, the private equity fund sponsored by the LVMH Group. PVR Leisure is a holding company for the restaurant and bowling alley businesses of PVR. L Cap had invested in PVR Leisure in 2012, after the Foreign Investment Promotion Board had approved the investment. Partner Sidharrth Shankar led the transaction which was completed on 5 March 2015. L Cap was represented by AZB & Partners led by partner Vinati Kastia.

J Sagar Associates has also advised Ireland-registered Felix Pharmaceuticals Pvt Ltd in respect of a Series A fund raising exercise. The investment, which was primarily in the form of convertible debentures, was made by a Europe-based Family Office and other co-investors, through entities based out of the USA and the UK. The investment will be used to develop niche generic pharmaceutical products for sale globally. Partner Sidharrth Shankar also led the transaction.

Khaitan & Co has advised Nissin Foods Holdings Co Ltd Japan and Indo Nissin Foods Ltd in respect of the India leg of its strategic alliance with Mitsubishi Corp Japan, pursuant to which Mitsubishi would hold a 34 percent voting interest in Nissin Foods’s local instant noodle operations in Singapore, India, Thailand and Vietnam. Established in 1948, Nissin Foods with a capital of 25.12 billion yen (US$210m) produces instant ramen, chilled noodles, frozen foods and sweets, cereals, lactic acid beverages and a range of other products. With overseas activities expanding in recent years, Nissin Foods is rapidly growing as a global company. Indo Nissin Foods, a subsidiary of Nissin Foods, was incorporated in 1988 and is committed to developing brands that communicate the wholesome taste, satisfaction and fun of instant noodles, along with food safety and customer enjoyment. Partner Zakir Merchant led the transaction.

Khaitan & Co has also advised Avantha Power & Infrastructure Ltd, the parent company of Korba West Power Company Ltd, in respect of the 100 percent acquisition of Korba West Power Company by Adani Power Ltd from Avantha Power & Infrastructure at an enterprise value of approximately US$677 million. With the closure of this deal, Adani Power will become one of the largest private sector power utility in India. Avantha Power Ltd, part of the Avantha Group, is an established power generation company with 1,226 MW of operational capacity, 1,260 MW of generating capacity under various stages of construction and another 1,320 MW of generating capacity under planning. Partner Amitabh Sharma and associate partner Dibyanshu Sinha led the transaction.

Latham & Watkins has advised Takween Advanced Industries in respect of its SAR1.3 billion (US$346.7m) Murabaha financing facility arranged by a syndicate of banks, including Arab Bank, Samba Financial Group and Bank AlBilad. Proceeds will be used to fund the SAR910 million (US$242.64m) purchase price and loans of Savola Packaging Company, a leading packaging company in Saudi Arabia and major producer of PET packaging products, and its subsidiaries, to pay the fees and costs of the facilities, and to finance Takween’s working capital. The acquisition is representative of Takween’s expansion aspirations and is expected to contribute significantly to its financial growth. Takween specializes in the production of plastic packaging solutions for the Kingdom of Saudi Arabia and the Middle East. The firm advised on both its acquisition of Savola and associated Murabaha financing facility. Riyadh office managing partner Salman Al-Sudairi led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Cheung Kong (Holdings) Ltd and CK Hutchison Holdings Ltd in respect of the change of the holding company of the Cheung Kong group from Cheung Kong (Holdings) Ltd, a company incorporated in Hong Kong, to CK Hutchison Holdings Ltd, an exempted company incorporated in the Cayman Islands. The reorganisation aims to provide greater flexibility for making distributions to shareholders. A Hong Kong company may only make distributions to shareholders out of its profits available for distribution, whereas a Cayman Islands company may make distributions out of profits and share premium account. Simultaneously with the withdrawal of the listing of the shares of Cheung Kong (Holdings) Ltd, shares of CK Hutchison Holdings Ltd were listed on the main board of the HKSE by way of introduction on 18 March 2015. Partner Mark Western led the transaction whilst Woo Kwan Lee & Lo acted as Hong Kong counsel. HSBC, the financial adviser to Cheung Kong, was advised by Linklaters.

Maples and Calder is also acting as Cayman Islands counsel to Cowell e Holdings Inc in respect of its IPO and listing of 208 million shares on the HKSE, which is expected to close on 31 March 2015. The maximum offer price of the shares is HK$5.75 (US$0.74) and the offering is expected to raise approximately HK$1.2 billion (US$154.7m). Cowell is a major supplier of camera modules for mobile devices and is primarily engaged in the design, development, manufacture and sale of a variety of camera modules for smartphones, multimedia tablets and other mobile devices. Morgan Stanley acted as the sole sponsor. Partner Greg Knowles is leading the transaction whilst Cleary Gottlieb Steen and Hamilton (Hong Kong) are acting as Hong Kong and US counsel. Shearman & Sterling is acting as Hong Kong and US counsel to the underwriters.

Minter Ellison has advised TPG Telecom in respect of its proposed takeover of iiNet by way of a recommended scheme of arrangement. The cash consideration of A$8.60 (US$6.77) per share values iiNet at approximately A$1.4 billion (US$1.1b). TPG Telecom provides a diverse range of communication services to residential users, SMEs, government, large corporate enterprises and wholesale customers. Its acquisition of iiNet, Australia’s second largest DSL Internet Service Provider, increases TPG’s broadband subscriber base to more than 1.7 million customers and deliver scale benefits in an NBN environment. A meeting of iiNet shareholders to approve the takeover by scheme is expected to be held in June. Deals chair Costas Condoleon, supported by partners Katrina Groshinski and John Mosley, led the transaction. K&L Gates, led by partner Simon Salter, acted for iiNet.

Norton Rose Fulbright has advised HSBC as the sole placing agent in respect of the HK$1.15 billion (US$148m) top-up placing of 500 million shares in Xinyi Solar Holdings Ltd. The net proceeds from the transaction are intended to be used as capital expenditure of solar farm projects and solar glass production plant in Malaysia and general working capital of the Xinyi Solar Group. HKSE Main Board-listed and China-based Xinyi Solar is one of the largest solar PV glass manufacturers in the world. HKSE Main Board-listed Xinyi Glass is one of the substantial shareholders of Xinyi Solar. The transaction involves a placing agreement between Xinyi Group (Glass) Company Ltd (as vendor), Xinyi Solar, Xinyi Glass Holdings Ltd (as guarantor of the vendor) and HSBC (as placing agent), and a subscription agreement between the Xinyi Group (Glass) Company as subscriber and Xinyi Solar as issuer in relation the issuance of new shares equivalent to the number of the placing shares. The Xinyi Group (Glass) Company is an indirectly wholly-owned subsidiary of Xinyi Glass Holdings, the guarantor in the transaction. The top-up subscription also constituted a discloseable transaction of Xinyi Glass Holdings under the Listing Rules. Partner Psyche Tai led the transaction.

Rajah & Tann is advising CITIC Ltd and its affiliates and CKM (Cayman) Company Ltd in respect of CKM’s approximately S$1.9 billion (US$1.4b) voluntary conditional cash offer for United Envirotech Ltd. CKM is a consortium vehicle between CITIC and Kohlberg Kravis Roberts & Co LP (KKR). The CITIC group is the largest conglomerate in the PRC and its businesses include financial services, resources and energy, manufacturing, real estate and infrastructure, engineering contracting, and other businesses in the PRC and overseas. KKR is a leading global investment firm that manages investments across multiple asset classes, including private equity, energy, infrastructure, real estate, credit and hedge funds. SGX-ST-listed United Envirotech is a leading membrane-based water and wastewater treatment and recycling solutions provider with businesses mainly in the PRC’s chemical, petrochemical and industrial park sectors. Partners Danny Lim and Bernia Tan are leading the transaction which was announced on 12 November 2014 and is yet to be completed.

Sidley Austin is advising leading Chinese food and beverage producer Tingyi Holding Corp in respect of its agreement, announced on 18 March 2015, with Starbucks to manufacture and expand the distribution of Starbucks ready-to-drink (RTD) products throughout mainland China. Starbucks will provide coffee expertise, brand development and future product innovation whilst Tingyi will manufacture and sell Starbucks RTD portfolio in China. The RTD coffee and energy category is a US$6 billion business and is projected to grow by 20 percent over the next three years. The agreement leverages the respective strengths of Starbucks and Tingyi to bring the entire Starbucks RTD portfolio to customers in China as well as the ability to innovate, specifically for the China market. China is Starbucks’ fastest growing market outside the US.

WongPartnership is acting for Temasek Holdings (Private) Ltd in respect of a joint development with the Singapore Tourism Board to rejuvenate Mandai to create an integrated wildlife and nature heritage precinct. Phase one of the development is expected to cost up to S$1.3 billion (US$951.4m). Joint managing partner Ng Wai King and partners Mark Choy, Milton Toon, Dorothy Marie Ng, Tan Teck Howe, Lam Chung Nian, Ian de Vaz and Linda Low are leading the transaction.

WongPartnership has also acted for DBS Bank Ltd and Keppel REIT in respect of the issuance of S$50 million (US$36.6m) 3.15 percent notes due 2022 pursuant to the S$1 billion (US$731.8m) multicurrency medium term note programme established by Keppel REIT MTN Pte Ltd. Partner Trevor Chuan led the transaction.