|AZB & Partners has advised International Finance Corp (IFC), an existing shareholder of Bandhan Financial Services Ltd (BFSL), in respect of its acquisition of an additional stake in BFSL and acquisition of equity stake in Bandhan Bank, which is currently awaiting final approval from the Reserve Bank of India (RBI) to commence banking operations. BFSL is the largest microfinance institution in India. IFC’s investment in BFSL is to support the transformation of BFSL to become a universal bank focused on low income households. IFC’s acquisition of equity stake in BFSL was completed on 8 May 2015 whilst the acquisition of equity stake in Bandhan Bank is yet to be completed, subject to final approval from RBI for commencement of banking operations. Partners Gautam Saha and Amrita Patnaik led the transaction which was valued at an aggregate amount of up to INR5.8 billion (US$90.8m) in both entities.
Clayton Utz is advising the founders of Force Equipment in respect of the sale of the mining services company to Bankstown Group, an entity owned by Singapore-based entrepreneur George Ye. Perth corporate partner Matthew Johnson is leading the transaction.
Clifford Chance has advised Gateway Lifestyle in respect of its A$500 million (US$389.3m) IPO. Gateway Lifestyle is expected to be admitted to the ASX with an official listing on 11 June 2015. The IPO is underwritten and managed by Macquarie and UBS. Gateway Lifestyle is a market leader in the manufactured home estate (MHE) market and is one of Australia’s largest MHE operators, providing affordable living solutions to thousands of senior Australians. . Since 2009, its portfolio has grown to 36 MHEs. The offer involved a restructure of the 36 MHEs into an integrated real estate ownership and management platform in one listed stapled entity. Partner Lance Sacks, assisted by partner Richard Graham, led the transaction.
Clifford Chance has also advised a group of 13 banks as joint placement managers in respect of the international aspects of Malakoff Corp Berhad’s US$769 million IPO and listing on Bursa Malaysia Securities Berhad. Malakoff Corp Berhad is an independent power producer in Malaysia and throughout Asia. The shares were offered globally, including in the US, pursuant to Regulation S and Rule144A. The deal priced at RM1.80 (US$0.496) per share. The transaction manager for the banks was Maybank Investment Bank Berhad whilst the joint global coordinators were Maybank, CIMB Investment Bank Berhad, Credit Suisse (Singapore) Ltd, JPMorgan Securities (Malaysia) Sdn Bhd and JP Morgan Securities plc. The joint book-runners were Deutsche Bank AG Hong Kong Branch, Merrill Lynch (Singapore) Pte Ltd, Morgan Stanley & Co International plc, Nomura International (Hong Kong) Ltd, the Hongkong and Shanghai Banking Corp Ltd Singapore Branch and Hong Leong Investment Bank Berhad. The co-lead managers were CLSA Singapore Pte Ltd and Macquarie Capital (Singapore) PTE Ltd. Partner Johannes Juette led the transaction. Adnan Sundra & Low acted as Malaysian counsel to the underwriters.
Clyde & Co has advised RAK Hospitality Holding (RAKHH), an asset owner and manager of a diverse portfolio of government-owned hotels, hospitality and leisure assets in Ras Al Khaimah, in respect of an AED880 million (US$239.6m) debt transaction which will be used as acquisition finance to partially fund the purchase of two hotels, Rixos Bab Al Bahr Hotel and the Banyan Tree Al Wadi Hotel. The facility will also be used by RAKHH for the refurbishment of the Hilton and Hilton Resort & Spa in Ras Al Khaimah, as well as consolidating and refinancing existing debt. RAKHH is focused on raising the profile of Ras Al Khaimah as a tourist destination through owning and managing a significant portfolio of hotels, hospitality and leisure assets in Ras Al Khaimah. Mashreq was the underwriter, mandated lead arranger and book-runner for the eight-year loan facility with Arab Bank as the mandated arranger. Partners Adrian Low (Finance) and Barton Hoggard (Corporate) led the transaction.
Deacons has advised CSOP Asset Management in respect of the listing of the CSOP SZSE ChiNext ETF, the first renminbi qualified foreign institutional investor (RQFII) exchange-traded fund that tracks the ChiNext Index. The ChiNext Index is designed to represent the performance of the top 100 A-Share companies listed on the ChiNext board of the Shenzhen Stock Exchange. The fund listed on the HKSE on 15 May 2015. Partner Su Cheen Chuah led the transaction.
Hogan Lovells is representing TWG Tea Company Pte in respect of securing a significant victory in the Hong Kong Court of Final Appeal in the case of Tsit Wing (Hong Kong) Company Limited v TWG Tea Company Pte (FAMV 6/2015) in which the Appeal Committee granted TWG Tea leave to appeal two adverse decisions of the Court of First Instance and the Court of Appeal. In 2006, Tsit Wing registered two device marks containing the letters “TWG” for goods, including coffee and tea. TWG Tea adopted its name in 2008 and operates tea shops around the world. Its first tea shop opened in Hong Kong in December 2011 under signs also containing the letters “TWG”. Tsit Wing alleges that TWG Tea’s use of its signs infringe the registered trademarks and constitutes passing off. Tsit Wing was successful at first instance and on appeal. On 20 May 2015, the Court of Final Appeal granted TWG Tea leave to appeal the two adverse decisions. The case will clarify the state of trade mark law in Hong Kong and involves issues which should clarify and simplify the application of the law. The case is set for a full hearing before the full Court of Final Appeal in January 2016. Hong Kong IP partner Henry Wheare is leading the team advising TWG Tea. Deacons is representing Tsit Wing.
Howse Williams Bowers has acted as Hong Kong counsel for Haitong International Securities as the placing agent in respect of the HK$167 million (US$21.5m) top up placing of shares and the HK$240 million (US$31m) placing of convertible notes of Up Energy Development Group Ltd. Up Energy Development is engaged in the coking coal business in Xinjiang Uygur Autonomous Regions in China and is principally engaged in mining of coking coal, production and sales of raw coking coal, clean coking coal, coking and chemical products. Corporate partner Brian Ho led the transaction.
J Sagar Associates has advised NextGen PMS Private Ltd in respect of an angel investment into NextGen by the group Mumbai Angels Network and other HNIs. NextGen is India’s leading CSR & Sustainability Management company with Fortune 500 clients in 16 different sectors across six countries. It assists companies in managing their sustainability needs, from strategy development to on-ground implementation to reporting and audit across the value chain. Partners Sajai Singh and Probir Roy Chowdhury led the transaction.
J Sagar Associates has also advised NIIT Technologies Ltd in respect of its strategic investment in Incessant Technologies Private Ltd by way of an acquisition of 51 percent stake through primary and secondary acquisition. Partner Lalit Kumar led the transaction. Incessant and its promoters were advised by DSK Legal.
Khaitan & Co has advised Clarice Technologies Private Ltd and its promoters in respect of the 100 percent acquisition of Clarice by Globant SA, a leading Argentine software and IT services company. Clarice provides software development, product engineering and user experience services to various Indian and offshore clients. Partner Rajiv Khaitan and associate partner Vinay Joy led the transaction which was completed on 14 May 2015. AZB & Partners, led by partner Anind Thomas, advised Globant SA.
Khaitan & Co has also acted as Indian counsel for UK-based private equity and venture capital firm Apax Partners LLC in respect of the sale of controlling stake by IGATE Corp to Capgemini for approximately US$4.04 billion. Partners Haigreve Khaitan and Aakash Choubey, assisted by partner Avaantika Kakkar, led the transaction.
King & Wood Mallesons has acted as PRC and international counsel for China General Nuclear Power Corp (CGN) in respect of its offering of US$600 million 4 percent guaranteed bonds due 2025, in accordance with Regulation S under the US Securities Act of 1933. The bonds are issued by CGNPC International Ltd, a wholly-owned subsidiary of CGN, and are unconditionally guaranteed by CGN. CGN is principally engaged in the generation and sale of power, construction, operation and management of nuclear and renewable power plants and projects. It is one of three enterprises authorised by the PRC government to have a controlling interest in nuclear power projects in the PRC. It is also PRC’s only nuclear power-focused large-scale clean energy corporation that is directly supervised by the State-owned Assets Supervision and Administration Commission of the State Council of China. Hong Kong partners Hao Zhou and Richard Mazzochi and Shenzhen partners Yujia Pan and Qingsong Lin led the transaction.
Norton Rose Fulbright has advised China Taiping Insurance Holdings Company Ltd in respect of a US$1.74 billion private placement of shares. China Taiping is a large state-owned financial institution and is listed on the main board of the HKSE. The top-up placing and subscription of 486 million shares, at the placing price of HK$27.74 (US$3.51) per share, raised approximately HK$13.48 billion (US$1.74b) before expenses. The money raised will be used to grow the company’s current insurance businesses, as well as to potentially make new investments. This is the largest insurance sector placement in 2015 YTD across Asia (excluding Japan) and the second largest share placement in Hong Kong in 2015 YTD. The mandate involved a placing, underwriting and subscription agreement entered into between China Taiping, China Taiping Insurance Group (HK) Company Ltd (TPG HK), The Hongkong and Shanghai Banking Corp Ltd, Citigroup Global Markets Asia Ltd, UBS AG Hong Kong Branch and CCB International Capital Ltd as the placing agents and China International Capital Corp Hong Kong Securities Ltd and CMB International Capital Ltd as the co-placing agents for the placing of the existing shares owned by TPG HK and the issuance of new shares (equivalent to the number of the placing shares) by China Taiping to TPG HK at the placing price. China Taiping is a renowned insurer whose principal businesses, carried out through its subsidiaries, include underwriting of direct life insurance business in China, direct property and casualty insurance business in China, Hong Kong and overseas, pension and group life business, and all classes of global reinsurance business. Hong Kong partners Psyche Tai and Allan Yee led the transaction. Clifford Chance advised the placing agents.
Shearman & Sterling has represented Mongolian state-owned company Erdenes Oyu Tolgoi LLC in respect of its complex negotiations with Rio Tinto regarding the Oyu Tolgoi mining project, one of the world’s largest copper-gold mines located in the South Gobi region of Mongolia. It is being developed as a joint venture between the Government of Mongolia with 34 percent ownership and Rio Tinto’s Turquoise Hill Resources division with 66 percent. Approximately US$6 billion has already been invested into the project. On 18 May 2015, the Prime Minister signed the agreement with Erdenes Oyu Tolgoi LLC, Turquoise Hill Resources and Rio Tinto to clear the way for the development of the underground mine at Oyu Tolgoi. The deal is expected to have a significant positive impact on Mongolia’s economic prospects, as it will clear away a major concern for international investors. The project comprises an open pit mine which has been operational since 2013 and an underground mine to be developed. Once fully operational, it is expected to account for approximately 40 percent of Mongolia’s gross domestic product. Partners Matthew Bersani (Hong Kong-Capital Markets) and Andrew Ruff (Hong Kong/ Shanghai-Project Development & Finance) led the transaction.
Simpson Thacher is representing NYSE-listed China Ming Yang Wind Power Group Ltd (Ming Yang) in respect of its definitive agreements to acquire 100 percent of the issued and outstanding share capital of China Smart Electric Group Ltd (China Smart) from a group of sellers in exchange for a combination of cash and newly issued shares in Ming Yang totaling approximately US$149 million in value. Through its subsidiaries, China Smart manufactures electrical system equipment for wind turbine generators. Ming Yang is a leading wind energy solution provider in China. Hong Kong corporate partner Leiming Chen led the transaction.
Skadden is representing Nasdaq-listed JD.com Inc, the largest online direct sales company in China, in respect of an agreement with HKSE-listed Kingdee International Software Group Company Ltd under which JD.com will invest HK$1.3 billion (US$167.7m) in cash for an approximately 10 percent stake in Kingdee. In addition, Kingdee and JD.com plan to enter a strategic partnership under which they will collaborate on providing small and medium-sized enterprises with integrated enterprise resource planning (ERP) solutions through a cloud service. Kingdee provides software products and cloud services for over four million corporates, hospitals and government organizations and for over fifty million users worldwide. Kingdee was named as the leader in the SME ERP market in China for the tenth consecutive year. Hong Kong partners Julie Gao and John Adebiyi are leading the transaction which was announced on 18 May 2015.
Skadden is also representing Banco BBM SA in respect of its sale of a majority interest in Banco BBM to Bank of Communications Co Ltd (BoCom). Partners Paul Schnell, Gregory Miao, Daniel Dusek and Filipe Areno are leading the transaction. Brazilian firm Barbosa Mussnich & Aragao, led by founder and senior partner Fransisco Mussnich and partner Camila Goldberg, is also advising on the transaction.
Vaish Associates Advocates has advised Multiples Private Equity Fund in respect of its investment, together with other existing investors led by Internet Fund III Pte Ltd (Tiger), Nexus Fund and Times Internet, in a Series D Investment in Indian logistics company SSN Logistics Private Ltd, which owns the Gurgaon-based brand Delhivery. Partner Bomi F Daruwala led the transaction which raised US$85 million and closed on 7 May 2015. Samvad Partners represented SSN Logistics and its promoters. Nishith Desai Associates, J Sagar Associates and Sand Hill Counsel represented Tiger, Nexus and Times Internet, respectively.
Weerawong C&P has advised Global Power Synergy Co (GPSC), a power generation unit of the PTT Group, in respect of its IPO. GPSC will raise more than β10.11 billion (US$299.6m) on the sale of 375.57 million shares, providing GPSC with a market capitalization of β40.45 billion (US$1.2b). Through domestic and overseas expansion, GPSC plans to boost electricity generating capacity from 1,800 to 6,000 megawatts by 2025. Major shareholders include PTT, PTT Global Chemical and Thai Oil. KT ZMICO, Finansa, and Tisco Securities were the lead underwriters. Trading commenced on 18 May 2015. Executive partner Peangpanor Boonklum led the transaction.
Wong & Partners and Baker & McKenzie.Wong & Leow, member firms of Baker & McKenzie in Malaysia and Singapore, respectively, have acted for AmInvestment Bank Berhad (AmInvest) in respect of the sale by AmInvest’s Singapore subsidiary, AmFraser International Pte Ltd (AIPL) of AIPL’s entire equity interest in AmFraser Securities Pte Ltd to Taiwan-based KGI Asia (Holdings) Pte Ltd. Kuala Lumpur partners Andre Gan and Ee Von Teo led the transaction.
Wong & Partners and Hadiputranto, Hadinoto & Partners, member firms of Baker & McKenzie in Malaysia and Indonesia, respectively, have advised AmInvestment Group Berhad in respect of the sale, through its wholly-owned subsidiary AmSecurities Holding Sdn Bhd and AmInternational (L) Ltd, of its 99 percent stake in PT AmCapital Indonesia to Yuanta Securities (Hong Kong) Company Ltd. Kuala Lumpur partners Andre Gan and Ee Von Teo, supported by Jakarta partner Iqbal Darmawan, also led the transaction.
WongPartnership has acted for United Envirotech Ltd in respect of its offering and issue of S$225 million (US$167m) in aggregate nominal amount of 4.7 percent fixed rate notes due 2018 under its US$500 million medium term note programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.
WongPartnership is also acting for Singapore Post Ltd in respect of the disposal made by its wholly-owned subsidiary DataPost Pte Ltd of the entire issued and paid-up share capital of both Novation Solutions Ltd and DataPost (HK) Pte Ltd. Partners Andrew Ang and Tan Sue-Lynn are leading the transaction.
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