Allen & Gledhill has advised DBS Bank and Oversea-Chinese Banking Corporation on the issue of S$300 million 4 percent subordinated perpetual securities under the S$1 billion multicurrency debt issuance programme by Singapore Press Holdings DBS and OCBC were appointed joint lead managers and joint bookrunners for the Issue. Advising DBS and OCBC was Allen & Gledhill partner Margaret Chin. Advising SPH on tax issues was Allen & Gledhill partner Sunit Chhabra.
Allen & Gledhill has also advised AYA Myanmar Insurance, as transaction counsel, on the acquisition of a minority stake in AYA Sompo Insurance by Sompo Japan Nipponkoa Insurance, and establishment of a joint venture in AYA Sompo by AMI and Sompo. This is the first round of approvals obtained from the Insurance Business Regulatory Board of Myanmar for a joint venture with a foreign entity in the insurance sector in Myanmar since the opening of the insurance sector to foreign investment by the government of Myanmar. The Allen & Gledhill team advising AMI was led by Oh Hsiu-Hau from the Myanmar office.
AZB & Partners has advised SoftBank Vision Fund on the acquisition by its subsidiary, SVF Doorbell (Cayman), of further compulsorily convertible preference shares in Delhivery, increasing its aggregate holding to more than 25 percent. Partners Samir Gandhi and Hemangini Dadwal led the firm’s team in the transaction, which was completed on November 14, 2019.
AZB & Partners has also advised BNP Paribas Asset Management Asia on the merger of Baroda Asset Management India into BNP Paribas Asset Management India, and the merger of BNP Paribas Trustee India into Baroda Trustee India. The trusteeship, administration and management of the schemes of BNP Paribas Mutual Fund shall be transferred to the Baroda Mutual Fund and merger of schemes. Post the merger, Bank of Baroda will hold a 50.1 percent stake in BNP Paribas Asset Management India, while BNP Paribas Asset Management Asia will hold 40.9 percent of BNP Paribas Asset Management India. The shareholding of Bank of Baroda and BNP Paribas Asset Management Asia in Baroda Trustee India will be 50.7 percent and 49.3 percent, respectively. Partner Aditi Gopalakrishnan led the firm’s team in the transaction, which was completed on November 14, 2019.
Baker McKenzie has acted as US, Singapore, Brazil and Belgium laws counsel to Home Control International on its HK$146 million (US$18.6m) global offering and listing in Hong Kong. The shares commenced trading on November 14, 2019. Home Control is a leading global home control solution provider headquartered in Singapore, with worldwide presence in North America, Europe, Asia and Latin America. The company develops and offers remote controls for a range of set-top box of multiple system operator and over-the-top devices, as well as smart televisions. Asia Pacific chair of capital markets practice partner Ivy Wong (Hong Kong), assisted by partners Roel Meers (Brussels), Michael J Fieweger (Chicago), Daniel de Miranda Facó of Trench Rossi Watanabe in Sao Paulo, as well as principals Ashok Lalwani and Kenny Kwan of member firm Baker McKenzie Wong & Leow in Singapore, led the firm’s team in the transaction.
Baker McKenzie Wong & Leow has successfully advised Goldbell Evolution Network, a member of the Goldbell Group, on obtaining its Capital Markets Services Licence from the Monetary Authority of Singapore (MAS), which allows it to launch its new private debt investment platform, GEN. GEN is an innovative platform which will provide for both investors and companies to seek alternative investment and obtain debt financing, respectively. Principal Stephanie Magnus, who is also Asia Pacific head of financial institutions at Baker McKenzie, advised GEN in relation to its licence application, structuring and regulatory compliance issues relating to the setting up of the platform and as a CMS licence holder. MAS had awarded the licence to GEN in May 2019.
Bird & Bird ATMD has acted for Aier Eye Hospital Group on its acquisition of 35 percent of shares from certain shareholders of Singapore-listed ISEC Healthcare. The acquisition triggered an obligation under the Singapore Takeover Code for Aier to make a mandatory general offer for the remaining shares of ISEC Healthcare. The total consideration for the acquisition and the general offer is approximately S$150 million (US$110m). Shenzhen-listed Aier is a China-based ophthalmic medical institution, mainly engaged in ophthalmic diseases treatment, surgical services and medical optometry. Partner Marcus Chow led the firm’s team in the transaction.
Bird & Bird ATMD has also acted as Singapore counsel to Snack Empire Holdings on its listing in Hong Kong. The IPO with 200 million shares priced at HK$0.65 each (US$0.083), raising proceeds of HK$130 million (US$16.6m), which will be utilised for solidifying Snack Empire’s market position as an established food and beverage group with an international footprint. Snack Empire is the Singapore-based food and beverage group behind the established chain of Shihlin Taiwan Street Snacks outlets and restaurants. At the time of the debut offering in Hong Kong, there were 228 self-operated and franchised Shihlin Taiwan Street Snacks outlets and restaurants in Singapore, Malaysia, Indonesia and Northern California. Partner Marcus Chow also led the firm’s team in the transaction.
Clifford Chance has advised iron and steel manufacturer China Baowu Steel Group, an entity wholly owned by the State-owned Assets Supervision and Administration Commission of the State Council (SASAC), on its mandatory conditional cash offer (through its wholly-owned subsidiary, Baosteel Hong Kong Investment) to acquire all issued H-shares in A+H dual listed company Maanshan Iron & Steel Company, at the price of HK$2.97 per H-share. The offer values the H-shares at HK$5.51 billion (US$660 million) and was closed on November 11, 2019. The mandatory general offer was made after China Baowu became an indirect controller of 45.54 percent voting rights in Maanshan Iron & Steel through Magang Group, an intermediate holding company holding A-shares and previously controlled by Anhui SASAC, through an equity transfer under PRC law. In June 2019 the firm represented China Baowu and appeared in front of the Takeovers Panel of the SFC on Takeovers Code issues relating to the equity transfer. Partner Frank Yuen led the Clifford Chance team from Hong Kong alongside partner Virginia Lee. Beijing partner Yong Bai advised on the antitrust aspects of China Baowu’s obtaining of control in Maanshan Iron & Steel.
Clifford Chance is also advising a consortium of Japanese companies, Marubeni Corporation and Mizuho Leasing Company, in their recently announced acquisition of the shares of aviation finance company Aircastle that Marubeni does not already own. Marubeni already owns a 28.8 percent stake in Aircastle. The deal values Aircastle at US$2.4 billion — or approximately US$7.4 billion, including debt — and is expected to close in the first half of 2020. Corporate partner John Healy is leading the firm’s cross-border team based in New York, Washington, DC, Tokyo and London, alongside Tokyo partners Tatsuhiko Kamiyama and Natsuko Sugihara.
Khaitan & Co has acted as Indian counsel to Standard Chartered Bank and Deutsche Bank Singapore Branch, as the managers, on the offering of 6.125 percent fixed rate senior secured notes due 2022, having an aggregate principal amount of US$450 million, under the US$2 billion secured global medium term note programme established by the issuer under Rule 144A/Regulation S of the US Securities Act. The notes have been secured by a first ranking pari passu charge, by way of hypothecation, over all current assets, book-debts, loans and advances, receivables. The notes have been listed in London. The net proceeds from the issue shall be used for onward lending. Partner Manisha Shroff led the firm’s team in the transaction, which is the first time the issuer is proposing to raise funds from the international market and also the first MTN programme to be established for an NBFC engaged in providing gold loans.
Khaitan & Co has also acted as Indian counsel to Kendrion on the acquisition of INTORQ & Co KG, including its Indian subsidiary INTORQ India, for US$88 million. The closing is subject to customary conditions and is expected in the first quarter of 2020. Partner Rabindra Jhunjhunwala led the firm’s team in the transaction.
Kirkland & Ellis has represented NewQuest Capital Partners, a leading secondary private equity firm in Asia, on the raising of its fourth dedicated secondary fund, NewQuest Asia Fund IV. The fund secured US$1 billion in total commitments, surpassing its initial target of US$850 million. The fund’s investors include a diverse group of endowment funds, pension funds, sovereign funds, financial institutions and family offices across Asia, North America, Europe and the Middle East. Investment funds partners Justin Dolling and Jamie Hill, supported by partners Marguerite Lombardo (tax), Josh Westerholm (investment funds), Michael Chu (investment funds), Adam Skinner (financial services regulatory) and Elizabeth Dyer (ERISA), led the firm’s team in the transaction.
L&L Partners has advised C2FO on its acquisition of Priority Vendor Technologies. A US-based fintech firm backed by SoftBank, C2FO provides a technological platform for collaborative cash flow optimisation through dynamic invoice discounting. Priority Vendor is India’s largest dynamic discounting platform, which provides working capital solutions to corporates and suppliers of raw material, packing material, transportation and other services, to unlock value out of the existing supply chain. The transaction was structured as a share acquisition, with C2FO financing the acquisition through a mix of equity and convertible debt. This is C2FO’s first acquisition in India, and will help C2FO to capitalise on Priority Vendor’s existing presence and accelerate the penetration of C2FO’s proprietary technological platform into Indian markets. Partner Shinoj Koshy, supported by partner Harish Kumar, led the firm’s team in the transaction.
Maples and Calder has acted as Cayman Islands and BVI counsel to CIFI Holdings (Group) on its issuance of US$500 million 6.45 percent guaranteed senior notes due 2024. The notes are listed in Hong Kong. CIFI is engaged in property development and property investment in China. Partner Lorraine Pao led the firm’s team in the transaction, which closed on November 15, 2019. Sidley Austin acted as US and Hong Kong counsel. Davis Polk & Wardwell acted as US counsel to HSBC, as the sole global coordinator and lead manager.
Maples and Calder has also acted as Cayman Islands counsel to Home Control International on its IPO of 125 million shares and listing in Hong Kong. Home Control is a globally leading home control solution provider. The offering, which closed on November 14, 2019, raised approximately HK$127 million (US$16.2m). Partner Derrick Kan led the firm’s team in the transaction, while Lu & Partners and Haiwen and Haiwen & Partners acted as Hong Kong and China counsels, respectively. Kwok Yih & Chan and Fangda Partners acted as Hong Kong and China counsels, respectively, to the sole sponsor, Mason Global Capital, and the underwriters.
Milbank has advised Metro Pacific Investments Corporation (MPIC) and Singapore sovereign wealth fund GIC on its disposition of interests in Metro Pacific Hospital Holdings (MPHHI), the Philippines’ largest hospital chain, to a consortium of investors led by global investment firm KKR & Co. Valued at approximately US$685 million, the transaction marks one of the biggest equity investments by a private equity group in Southeast Asia this year. As part of the sale, GIC will restructure its current stake in MPHHI and join the KKR consortium in acquiring a 6.25 percent stake in MPHHI for approximately US$100 million. The KKR-led consortium will also invest in approximately US$580 million of mandatorily exchangeable bonds issued by MPIC. Singapore and Hong Kong partners Jacqueline Chan and Jim Grandolfo led the firm’s team in the transaction.
King & Spalding is representing Japanese insurance company T&D Holdings, a Tokyo-listed company, which is partnering with global insurer AIG and private equity investor Carlyle Group in creating a new fund to acquire a 76.6 percent ownership interest in Fortitude Group Holdings. The transaction is valued at approximately US$1.8 billion. King & Spalding’s deal team was led by New York partner Bernhardt Nadell (corporate insurance).
Paul Hastings, a leading global law firm, announced today that it advised UBS, Barclays Bank, ICBC International Securities, Guotai Junan Securities, Bank of Communications, Oversea-Chinese Banking Corporation, Shanghai Pudong Development Bank, China Construction Bank, JP Morgan Securities and MUFG Securities as counsel to the joint lead managers and joint bookrunners in the issuance by Shanghai Electric Group Global Investment of US$500 million of 2.65 percent guaranteed bonds due 2024 guaranteed by Shanghai Electric. The bonds are listed on the Singapore Exchange. Shanghai Electric is one of the largest equipment manufacturing conglomerates in China, and manufactures thermal, nuclear and wind power equipment, power transmission and distribution equipment, elevators, air compressors, automation systems, printing machines, and machine tools. The Paul Hastings team was led by the co-chair of the firm’s mainland China offices, partner Jia Yan, and Hong Kong-based partner James Ma.
Norton Rose Fulbright has advised Mitsui & Co and Mitsui E&S Shipbuilding in their strategic ship construction joint venture in China with Yangzijiang Shipbuilding (Holdings) (YZJ). This joint venture brought together YZJ’s position as a leading Chinese shipbuilding enterprise with broad production capabilities, MES-SC’s technological expertise and Mitsui’s international reach. This collaboration has succeeded in creating a globally competitive shipbuilding platform specialising in the design, construction, sale and marketing of commercial vessels (including green energy bulk carriers, oil tankers, gas carriers and other vessels). With a registered capital up to US$99 million to the new Chinese joint venture (and with the potential for further investments up to US$299 million), complex structuring was used by the joint venture with particular focus being given to contributions over the investment term, shipyard leasing arrangements and intellectual property to be used by the joint venture. George Gibson (head of Tokyo), with assistance from corporate partner Chris Viner (London, Tokyo), managed a cross-border team.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is advising CKM (Cayman), a special purpose vehicle of CITIC Environment Investment Group, on its S$1.34 billion (US$981.2m) pre-conditional voluntary exit offer for the shares of CITIC Envirotech. CITIC Envirotech group is a leading membrane-based integrated environmental solutions provider specialising in water and wastewater treatment, water supply and recycling. Partners Danny Lim and Cynthia Wu are leading the firm’s team in the transaction.
RHTLaw Taylor Wessing has acted for two high net worth individuals on their S$32.3 million (US$23.6m) acquisition of one floor comprising eight units at Prudential Tower. The acquisition was effected through the purchase of holding companies. Corporate and capital markets partner Jeremiah Huang led the firm’s team in the transaction.
Shardul Amarchand Mangaldas has advised Raymond on its proposed preferential allotment of equity shares and compulsorily convertible preference shares to J K Investo Trade (India), a promoter group company of Raymond, and the proposed restructuring of Raymond, involving the demerger of the lifestyle business of Raymond, among others. The consideration for the proposed preferential allotment by Raymond is approximately Rs3.5 billion (US$48.8m). Partner Anuj Bhasme, supported by partner Manika Brar and Mumbai managing partner Akshay Chudasama, led the firm’s team in the transaction.
Shardul Amarchand Mangaldas has also advised Grofers and its founders on its approximately US$250 million Series F fund raising round, which was led by its largest shareholder SoftBank Vision Fund. Grofers India owns and operates the web and app-based platform ‘Grofers’, and recently closed its Series F round of investment from its existing investors, including SoftBank, Tiger Global and Sequoia, and also saw participation from new investors, such as South Korean fund KTB Network, Abu Dhabi Capital Group and Bennett, Coleman & Company. The firm also advised the Grofers Group on its Series C, Series D and Series E rounds of investments. Partners Puja Sondhi; Sumeet Singh and Karuna Thapa, supported by partners Harman Singh Sandhu and Yaman Verma, led the firm’s team in the transaction. Morrison & Foerster (Hong Kong), led by partner Amit Kataria, acted for SoftBank, while Cyril Amarchand & Mangaldas & Co assisted in conducting legal due diligence. Abu Dhabi Capital Group was advised by Allen & Overy (Singapore), while Gunderson Dettmer Singapore acted for Internet Fund III.
Shook Lin & Bok is acting for HSBC Institutional Trust Services (Singapore), the trustee of Ascendas Reit, on the proposed acquisition of a portfolio of 28 business park properties across three cities in the US and two Singapore properties for approximately S$1.66 billion (US$1.2b). Partner Andrea Ng led the firm’s team in the transaction.
Simpson Thacher is advising Alibaba Group Holding on the pricing of the global offering of 500 million ordinary shares, which comprises an international offering and a Hong Kong public offering. The final offer price for both the international offering and the Hong Kong public offering has been set at HK$176 (US$22.5m) per share. Hong Kong partners Chris Wong and Daniel Fertig are leading the firm’s team in the transaction.
Withers KhattarWong, the Singapore office of international law firm Withers, has acted for Indonesian power plant owner PLTG Celukan Bawang in the joint venture and cooperation with Chinese conglomerate Shanghai Electric Group in developing, building and owning a gas-fired power plant in Indonesia valued at over US$1.3 billion. Signed on November 14, 2019, the engineering, procurement and construction contract involves the construction of 2x400MW gas-fired power plants in Celukan Bawang, Bali, Indonesia and is expected to commence in 2021. The project is developed in accordance with the latest regulations issued by the Governor of Bali. Upon completion, the power plant will not only future-proof Bali’s rising energy needs but also supply the electricity in an environmentally friendly manner, due to the relatively lower emissions from PLTGs. This project is also part of China’s multibillion-dollar Belt and Road Initiative (BRI) along Indonesia’s Regional Comprehensive Economic Corridor. The Withers KhattarWong team, led by partner Winston Seow, will continue to advise PLTG Celukan Bawang on other aspects of the project, including project financing, gas supplies, power purchase agreement with local authorities and other commercial matters.
WongPartnership is acting for PACC Offshore Services Holdings in the voluntary conditional cash offer from Quetzal Capital. Partners Joy Tan, Andrew Ang and Dawn Law led the firm’s team in the transaction.
WongPartnership acted for an associated company of CapitaLand in the acquisition of the former GSH Plaza (now known as PLUS) at 20 Cecil Street by acquiring the entire interest in Five Seasons XXII from Fullshare Value Fund I(A) — a fund led by Fullshare Holdings. Partners Tan Teck Howe, Chan Sing Yee, Lesley Tan and Annabel Kang led the firm’s team in the transaction.
