Allen & Gledhill has advised Perennial Real Estate Holdings, through its wholly-owned subsidiary Perennial China Investment Holdings, on its joint venture with a consortium of investors to jointly invest in, acquire and develop predominantly healthcare integrated mixed-use developments, which are connected to high speed railway stations in China. The joint venture has an initial committed capital of US$500 million from the consortium, which comprises Wise Horizon Developments (a subsidiary of Shun Tak Holdings), Bangkok Bank, Imagine Properties (a subsidiary of BreadTalk Group), S1F, HPRY Holdings and WCA (a subsidiary of Wilmar International). Partners Jerry Koh, Long Pee Hua and Jonathan Lee led the transaction.
AZB & Partners has advised US-headquartered Affinion Group on its acquisition of 100 percent of Tavisca Solutions for more than US$5 million. Partner Percis Anklesaria led the transaction, which was signed and completed on February 8, 2018.
AZB & Partners has also advised KKR & Co on the acquisition of approximately nine million equity shares, by way of a preferential allotment, of Housing Development Finance Corporation by Silverview Investments, an affiliate of KKR & Co. Partners Darshika Kothari, Rushabh Maniar, Nilanjana Singh and Anand Shah led the transaction, which was valued at Rs16 billion (US$246.6m) and was completed on February 27, 2018.
Cyril Amarchand Mangaldas has represented Sberbank Russia before the High Court of Calcutta on a writ petition titled “Akshay Jhunjhunwala & Anr. v. Union of India & Ors”, wherein Section 7, 8 and 9 of the Insolvency and Bankruptcy Code 2016 (IBC) were challenged, on the ground that the IBC had created an irrational and unintelligible distinction between a financial creditor and an operational creditor. Sberbank argued that, while the claim of an operational creditor may be disputed, the claim of a financial creditor is usually uncontested and undisputed. It was also emphasised that the intent behind the IBC was to remove fringe players who could create difficulties in the expeditious resolution of an insolvency situation. It was further submitted that the rights of the operational creditors have been secured by the IBC in prescribing a minimum threshold (10 percent of the total liability of the corporate debtor), beyond which even operational creditors can participate in the committee of creditors without voting rights. The High Court agreed with the submissions made by Sberbank and upheld the constitutionality of the IBC. New Delhi disputes resolution partner Gyanendra Kumar represented Sberbank.
HSA Advocates has advised National Highways Authority of India (NHAI) on the Rs96.81 billion (US$1.5b) sale of nine operational highway projects on the toll, operate, transfer (TOT) model to Macquarie. This is a first of its kind initiative by the government where Macquarie, an Australia-based capital fund manager, has bagged nine completed highway projects through auction, quoting upfront payment of over Rs96 billion (US$1.48b), 54 percent higher than what NHAI had projected. The highway projects will be handed over to the company for toll collection, operation and maintenance for 30 years. After the contract period, NHAI will get back the projects. This is the first time that the government is auctioning completed projects under TOT mode to monetise assets. Senior partner and head of finance and projects practice Anjan Dasgupta, supported by partner Deepak Kumar Thakur, led the transaction.
J Sagar Associates has advised Onkar Singh Pasricha and Arvinder Singh Pasricha as the promoter selling shareholders on the proposed IPO of TCNS Clothing and on issues relating to the restructuring of shareholders’ agreement. TCNS has filed a draft red herring prospectus with the Securities and Exchange Board of India for an offer for sale of approximately 15.7 million equity shares by certain selling shareholders, including the promoter selling shareholders. Kotak Mahindra Capital and Citigroup Global Markets India acted as the book-running lead managers for the IPO. TCNS is India’s leading women’s branded apparel company, in terms of total number of exclusive brand outlets as of November 2017. It designs, manufactures, markets and retails a wide portfolio of women’s branded apparel across multiple brands. Partners Sidharrth Shankar, Vikram Raghani and Arka Mookerjee led the transaction. AZB & Partners, led by Madhurima Mukherjee, advised Kotak Mahindra Capital and Citigroup Global Markets India as to Indian law.
Luthra & Luthra has advised ICICI Securities, Axis, Credit Suisse, HSBC and YES Securities as the book-running lead managers on the proposed IPO of equity shares by Flemingo Travel Retail. The draft red herring prospectus was filed with the Securities and Exchange Board of India. Flemingo is part of the Flemingo Group and is a global travel retailer with operations in 119 locations in 26 countries. Flemingo’s IPO will be the first in this sector. Partner Geeta Dhania led the transaction, while Herbert Smith Freehills acted as international counsel. Khaitan & Co advised Flemingo as to Indian law.
Rajah & Tann Singapore has advised coffee-shop chain Broadway Food Centre on its acquisition of all 23 coffee shops of S-11 F&B Holdings for over S$200 million (US$152m). The acquisition makes it the largest purchase of its kind for a coffee-shop chain to date. Partners Danny Lim and Lee Lay See led the transaction.
Rajah & Tann Singapore has also acted for CIMB Bank, Singapore Branch, on the grant of secured S$100 million (US$76) murabahah facilities to HSBC Institutional Trust Services (Singapore), as trustee of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust, to refinance existing financial indebtedness and for Shariah-compliant general investments and corporate funding purposes. Partner Lee Weilin led the transaction.
Shook Lin & Bok has acted as lead counsel for TVS Asianics, one of Asia’s fastest-growing logistics service providers, on its acquisition of Pan Asia Logistics Group’s freight forwarding and contract logistics businesses. Through this acquisition, TVS Asianics now has extensive coverage in all key markets throughout Asia, with an enhanced presence in China, Hong Kong, Singapore, Malaysia, Thailand and India, and new capabilities in Vietnam, Indonesia, Japan, Korea and Taiwan. Partners Michelle Phang, Chew Mei Choo, Teo Mae Shaan and Tan Zhi Ming led the transaction.
Weerawong C&P has represented True Properties in the establishment of Bualuang Office Leasehold Real Estate Investment Trust (BWORK), with Krung Thai Asset Management as the trustee, and BBL Asset Management as the Reit manager. BWORK has invested in the 30-year leasehold rights of land and buildings, namely True Tower 1 on Ratchadapisek Road and True Tower 2 on Pattanakarn Road, Bangkok. The total investment value is approximately Bt4 billion (US$127.5m), which was raised from the issuing of new IPO trust units and money borrowed from Bangkok Bank. The first day of trading was on February 28, 2018. Partner Khemajit Choomwattana led the transaction.
ZICO Insights Law and Howse Williams Bowers HK have advised Catalist-listed TSH on the disposal of its entire 26.5 percent equity interest, held as investment, in Unilink Development, a Hong Kong investment holding company with businesses in high volume printed circuit board and other electronic products assemblies. The disposal was structured as four tranches of share repurchases by Unilink from TSH, in accordance with Hong Kong companies law, the last of which was announced as completed on February 21, 2018. ZICO Insights Law director Gregory Chan and Howse Williams Bowers partner Tan Chia Ching led the transaction.