Allen & Gledhill has advised Frasers Centrepoint Asset Management, as manager of Frasers Centrepoint Trust (FCT), on the acquisition of approximately 63.1 percent of the total issued share capital of Asiaretail Fund (ARF), and on the proposed divestment of the property currently known as Bedok Point. As part of the acquisition, the firm advised on the equity fund raising to raise gross proceeds of approximately S$1.33 billion (US$989m). Upon completion of the acquisition of ARF, FCT will be among the largest suburban retail mall owners in Singapore. Additionally, after the equity fund raising, FCT is expected to be among the top ten largest S-REITs by market capitalisation. Joint managing partner Jerry Koh and partners Lyn Wee, Eudora Tan and Chua Bor Jern led the firm’s team in the transaction.
Allen & Gledhill has also advised Sequoia Capital India, as co-lead investor, on the US$22.5 million Series A financing of ShopUp, a Bangladesh-based business-to-business (B2B) commerce platform offering B2B sourcing, logistics, digital credit and other business management solutions to micro, small and medium-sized enterprises. Julian Ho led the firm’s team in the transaction, which was Bangladesh’s largest Series A funding round and is Sequoia Capital India’s first investment in Bangladesh.
Ashurst has advised Infrastructure Development Company, the OPEC Fund for International Development and the Islamic Corporation for the Development of the Private Sector on the US$64 million financing to Feni Lanka Power for the development, construction, installation, operation and maintenance of a 114MW HFO power project in Feni, Chattogram, Bangladesh. Feni Lanka Power is a subsidiary of Lakdhanavi, the largest independent power producer in Sri Lanka. Partner Alfred Ng, supported by partner Andrew Digges, led the firm’s team in the transaction.
Ashurst has also advised Merrill Lynch (Asia Pacific), as the sole global coordinator, sole book-runner and sole lead manager, on the HK$775 million (US$100m) guaranteed convertible bonds issued by Dreambeyond Holdings, a subsidiary of Hong Kong-listed iDreamSky Technology Holdings. The issued bonds, guaranteed by iDreamSky, are convertible into the ordinary shares of iDreamSky, with the convertible bonds listed in Singapore. Based in Shenzhen, China, iDreamSky is a mobile gaming platform founded in 2011. The firm also worked on the stock borrow arrangements, in connection with the convertible bonds. Partner Jini Lee, supported by partners Frank Bi, Priscilla Chen and Ben Hammond, led the firm’s team in the transaction.
AZB & Partners has advised AAK on the acquisition by its subsidiary AarhusKarlshamn Holding of the remaining 31 percent shareholding of AAK Kamani. Partner Nilanjana Singh led the firm’s team in the transaction, which was completed on October 22, 2020.
AZB & Partners is also advising Deccan Fine Chemicals (India) and Deccan Fine Chemicals USA on their acquisition of a more than 51 percent controlling interest in the Escientia group, composed of Escientia Life Sciences, Escientia Advanced Sciences and Escientia Biopharma. Partners Ashwath Rau, Anand Shah, Atreya Bhattacharya, Vivek Bajaj and Veena Gopalakrishnan are leading the firm’s team in the transaction.
Baker McKenzie has advised Gaw Capital Partners and a consortium of institutional investors, including Schroder Pamfleet, on the HK$9.845 billion (US$1.27b) acquisition of CityPlaza One from Swire Pacific and Swire Properties. This acquisition of the 21-storey Grade A office tower further expands Gaw Capital’s asset holdings in Hong Kong’s Eastern District, after purchasing portions of CityPlaza Three and Cityplaza Four in 2018, and 625 King’s Road in 2019. M&A/PE partners Tracy Wut and Derek Poon, supported by partners Debbie Cheung (property), Shiu Man Wan (property) and Simon Leung (banking), led the firm’s team in the transaction.
Davis Polk has advised the managers on an issuance of US$500 million Regulation S offering by Yancoal International Resources Development of its 3.5 percent senior guaranteed bonds due in 2023. The bonds are guaranteed by Yanzhou Coal Mining, an international integrated energy group and one of the largest coal producers in China and a leading pure-coal producer in Australia. Hong Kong partners Gerhard Radtke and Yang Chu led the firm’s team in the transaction.
Davis Polk has also advised the managers on a US$500 million Regulation S only offering by China SCE Group Holdings of its seven percent senior notes due 2025. Hong Kong-listed China SCE Group Holdings is a Chinese real estate developer headquartered in Shanghai as its development base for carrying out its national development strategy. Hong Kong partner Gerhard Radtke led the firm’s team in the transaction.
Eversheds Sutherland has acted as transaction counsel to Siegfried Service on a US$1 billion securitisation tap programme. The trade obligors are high-end consumer and retail brands from across the US and Europe. The first stage of the transaction funded in September 2020, with the second stage in October 2020. Further note issuances under the programme are likely in the coming months. Tap programmes are generally seen in medium term note bond issuances. It is less common for them to be used to securitise trade receivables. A tap programme allows the issuer to make the notes available to investors when market conditions are most favourable, while minimising transactional and other costs. The securitisation tap programme gives Siegfried increased flexibility, together with liquidity and credit enhancement, enabling it to go to market faster and execute trades. Fasanara Capital was the arranger and note trustee. Kingsley Ong, head of Asia structured finance, led the firm’s team in the transaction. Ogier advised on Cayman law. Citicorp International, the registrar, principal paying agent and transfer agent, was advised by Tiang & Partners.
Khaitan & Co has advised Brookfield Asset Management, an alternative asset management company focusing on real estate renewable power infrastructure and private equity, on its acquisition of select assets of the RMZ Group, equivalent to 12.5 million square feet of office and co-working assets, having a total enterprise value of US$2.1 billion. This is the largest deal in the Indian real estate industry. Corporate partners Aakash Choubey, Aashutosh Sampat and Sanjay Khan Nagra, supported by partners Mehul Shah (corporate restructuring), Anisha Chand (competition), Harsh Parikh (real estate), Sudheer Madamaiah (real estate), Abhiraj Gandhi (real estate), Siddharth Srivastava (banking and finance), Shailendra Bhandare (intellectual property), executive director Dinesh Kumar Agrawal (indirect tax) and director Vinita Krishnan (direct tax), led the firm’s team in the transaction. Cyril Amarchand Mangaldas and AZB & Partners advised the RMZ Group.
Kudun and Partner has advised Nex Point on its investment and penetration into the electric vehicle business focusing on public bus, through the acquisitions of partial equity interest from the existing shareholders in two target companies: (i) Beli Service – a provider of preventive maintenance and repair of natural gas air-conditioned buses – with a deal value of β260 million (US$8.6m), and (ii) Absolute Assembly – owned by a Hong Kong-registered manufacturer, assembler and seller of electric buses and diesel buses, electric minibuses and electric vans, with a maximum production capacity of 3,000 cars per year – with a deal value of β218.25 million (US$7.2m). Both acquisitions will enable Nex Point to enhance its competitiveness and provide an opportunity to expand the market into a full-service passenger bus business.
Maples Group has acted as Cayman Islands counsel to Boqii Holding on its IPO of seven million American depositary shares, representing its Class A ordinary shares, and listing in New York. Boqii is the largest pet-focused platform in China, offering a one-stop destination for pet parents in China to purchase products for their pets. The offering, which closed on October 2, 2020, raised approximately US$70 million. Partner Derrick Tan led the firm’s team in the transaction, while Davis Polk & Wardwell advised as to US law and Commerce & Finance Law Offices advised as to Chinese law. The underwriters were represented by Cleary Gottlieb Steen & Hamilton as to US law and by Jingtian & Gongcheng as to Chinese law.
Maples Group has acted as Cayman Islands counsel to ZTO Express (Cayman) on its global offering of 45 million Class A ordinary shares and secondary listing in Hong Kong. Listed in New York since November 2016, ZTO is China’s leading express delivery service provider, based on total parcel volume. The offering, which closed on September 29, 2020, raised approximately HK$9.81 billion (US$1.26b). Karen Zhang Pallaras led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and affiliates acted as Hong Kong and US counsels and Global Law Office Shanghai acted as Chinese counsel. Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel and JunHe acted as Chinese counsel to Goldman Sachs (Asia), as the sponsor, and to the underwriters.
Norton Rose Fulbright has advised Pavilion Energy Trading & Supply (Pavilion ETS), a wholly-owned subsidiary of Pavilion Energy, on the world’s first LNG sale and purchase agreement (SPA) with carbon neutral ambitions. Pavilion ETS and QP Trading (Qatar Petroleum) announced on November 9, 2020 a 10-year LNG SPA for the supply of up to 1.8 million tonnes of LNG per year to Singapore from 2023. Each LNG cargo delivered under this agreement will be accompanied by a statement of its greenhouse gas emissions measured from well to discharge port. Pavilion Energy is a wholly-owned subsidiary of Temasek. Headquartered in Singapore, its fully-integrated energy business encompasses a downstream and marine business, global LNG trading, shipping and optimisation, upstream investments and energy hedging and financial solutions. Pavilion Energy supplies a third of Singapore’s industrial natural gas demand and is a licensed LNG importer and LNG bunker supplier for Singapore. Partners Ben Smith (Singapore) and Andrew Hedges (London) led the firm’s team in the transaction.
O’Melveny has advised Simcere Pharmaceutical Group on its recent IPO and listing in Hong Kong. The IPO size was approximately HK$3.57 billion (US$460.5m), prior to the exercise of the over-allotment option. Assuming full exercise of the over-allotment option, the offering size will be approximately HK$4.11billion (US$530m). Simcere is engaged in the R&D, production and commercialization of pharmaceuticals that currently is primarily focused on generic pharmaceuticals. It has a diversified product portfolio in areas of oncology, central nervous system diseases and autoimmune diseases. Simcere was listed in New York from 2007 to 2013. It is the first pharmaceutical company with both biologics and small molecule drugs in China listed in New York. Morgan Stanley and CICC were the joint sponsors and the leading underwriters. The other underwriters also include UBS, CMB and CNCB. Partners Ke Geng and Ke Zhu led the firm’s team in the transaction, while William Ji & Co, in association with Tian Yuan Law Firm Hong Kong Office, advised on Hong Kong law and Tian Yuan Law Firm Hong Kong Office advised on Chinese law.
O’Melveny has also represented JP Morgan, BofA Securities, CICC and Haitong International, as joint sponsors, and other underwriters on the approximately HK$12.94 billion (US$1.7b) secondary listing of GDS Holdings in Hong Kong. If the over-allotment option is exercised in full, the offering size will increase to approximately HK$14.88 billion (US$1.92b). Listed on the Nasdaq since November 2, 2016, GDS Holdings is the largest China-based carrier-neutral data center service provider. GDS has a 19-year track record of successful service delivery and nationwide presence in China. Its homecoming listing in Hong Kong on the fourth anniversary of its Nasdaq IPO was widely welcomed by investors at home and abroad. The Hong Kong offer shares and the international offer shares were oversubscribed for 6.4 and 8.4 times, respectively. Partners Ke Geng, Edwin Kwok, Ke Zhu and John-Paul Motley led the firm’s team in the transaction.
Skadden has advised Meituan, China’s leading e-commerce platform for services, on its offering of US$750 million principal amount of 2.125 percent senior notes due 2025 and US$1.25 billion principal amount of 3.05 percent senior notes due 2030. This is Meituan’s first ever US$-denominated notes offering. The notes will be listed in Hong Kong. The firm also advised Meituan on its US$4.2 billion IPO in Hong Kong in September 2018. Hong Kong corporate partners Julie Gao, Edward Lam, Christopher Betts and Shu Du and Sydney partner Adrian Deitz, supported by tax partners Sally Thurston and Victor Hollender, and investment management partner Michael Hoffman (New York), led the firm’s team in the transaction.
WongPartnership has acted for Mendel Gluck and Moussa Salem on HC/S 663/2020, a dispute on the ownership and affairs of Singapore company SLI Developments, owner of a stake in a joint venture with the government of Sri Lanka. The joint venture, MG Sugars Lanka, was incorporated to channel US$100 million investments to rehabilitate the Kantale Sugar Factory in Sri Lanka. MG Sugars was previously embroiled in a dispute with the Sri Lanka government over, among other things, the leases of land parcels, which culminated in an arbitration in Singapore administered by the Singapore International Arbitration Centre. Several of the parties in HC/S 663/2020 are also involved in various ongoing litigations before the Sri Lankan Courts in relation to the affairs of MG Sugars. Partner Koh Swee Yen led the firm’s team in the transaction.
WongPartnership is also acting for Mr Mustaq Ahmad, the founder of Mustafa Centre, on multiple minority oppression suits brought against him and his immediate family members by their extended family members. The suits relate to the operation and management of the business’ holding company, Mohamed Mustafa & Samsuddin. Alvin Yeo and partners Koh Swee Yen, Tiong Teck Wee and Joel Quek led the firm’s team in the transaction.
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