Deals – October 14, 2015

Appleby has acted as Cayman counsel for REF Holdings, a provider of financial printing services for the financial sector in Hong Kong, in respect of its GEM listing on the HKSE on 25 September 2015, with net proceeds of approximately HK$30.5 million (US$3.9m). Hong Kong corporate partner John Melia led the transaction whilst Robertsons acted as Hong Kong adviser. Sidley Austin acted as Hong Kong adviser to the sponsor and underwriters.

Appleby has also acted as BVI counsel for CSCI Finance (2015) Co Ltd (CSCI) in respect of its issuance of a US$200 million 3.125 percent due 2020 credit enhanced bonds, guaranteed by China Securities (International) Finance Holdings Company Ltd and with the benefit of an irrevocable standby letter of credit issued by China Construction Bank Corp Hong Kong Branch. The bonds were listed on the HKSE on 17 September 2015. CSCI and China Securities (International) Finance Holdings are wholly-owned subsidiaries of China Securities Co Ltd, a major national integrated securities group in China. Hong Kong corporate partner Judy Lee led the transaction whilst King & Wood Mallesons advised on Hong Kong, English and PRC laws. Clifford Chance and Jincheng Tongda & Neal acted for the joint lead managers and the trustee as to English and PRC laws, respectively.

AZB & Partners has advised Housing Development Finance Corp Ltd in respect of its qualified institutions placement of non-convertible debentures and warrants aggregating to INR104.35 billion (US$1.6b). Partners Varoon Chandra and Lionel D’Almeida led the transaction which was completed on 5 October 2015.

Baker & McKenzie has advised Bright Food Group in respect of the acquisition of Miquel Alimentacio Grup, the second largest food distributor in Spain, to establish its food distribution and logistics centre in Europe and globally. The €110 million (US$125.4m) takeover was made jointly by Shanghai Tangjiu Group Co Ltd, a fully-owned Bright Food subsidiary which took a 72 percent stake in Miquel, JIC Investment Co Ltd and Shenzhen Donghuatong Trade Development Co Ltd. Bright Food is a comprehensive food industry group with a complete food chain – an assemblage of modern agriculture, food processing and manufacturing, and food distribution. Miquel Alimentacio Grup also owns SPAR, a franchised supermarket chain with over 500 locations. Shanghai corporate partner Danian Zhang and Madrid corporate partner Enrique Valera led the transaction.

Clayton Utz has acted for Macquarie Bank in respect of its upcoming purchase of the Esanda dealer finance portfolio from ANZ for A$8.2 billion (US$6b), with funding to come from existing funds, third-party financing arrangements and a capital raising. Macquarie will also undertake a A$400 million (US$292.35m) institutional placement to help fund the widely-anticipated deal. Alongside the institutional placement to be carried out by Macquarie, JPMorgan and Bank of America Merrill Lynch will be a share purchase plan. Macquarie has long been viewed as the logical acquirer of the business but its pursuit was temporarily halted by competition watchdog ACCC, which carried out an assessment of the impact of the deal. In September, the ACCC greenlighted the purchase. The Esanda portfolio comprises retail and wholesale dealer finance on motor vehicles across Australia and had net lending assets with a book value of A$7.8 billion (US$5.7b) at the end of August. Upon completion of the deal, it will be integrated into Macquarie Leasing, the automotive and equipment financing division of Macquarie’s corporate and asset finance group. The addition will see the total motor vehicle finance portfolio managed by Macquarie Leasing increase from A$9 billion (US$6.57b) to $17 billion (US$12.4b). Corporate partners Kate Jordan and Rory Moriarty, supported by partners Linda Evans and Michael Corrigan (competition), Fran Rush (banking), Narelle Smythe (regulatory) and Ken Saurajen (technology), led the transaction.

Clifford Chance has advised the Republic of Fiji in respect of its issuance of US$200 million 6.625 percent bonds due 2020. ANZ was the sole lead manager. The issuance was done in conjunction with a cash tender offer for Fiji’s existing bonds due 2016, managed by ANZ. This is the country’s first sovereign capital raising since 2011, on which the firm also advised. Partner Matt Fairclough led the transaction.

Deacons has advised Haitong International Securities Company Ltd as one of the underwriters in respect of the rights issue by First Credit Finance Group Ltd, raising up to approximately HK$631.4 million (US$81.5m). Partner Ronnie Bow led the transaction which was announced on 18 September 2015.

ELP has represented Ardor International Pvt Ltd in respect of securing a favourable decision dated 23 September 2015 from the Supreme Court which ruled that there can be no levy of anti-dumping duty in the interregnum period between the lapse of the provisional duty and the imposition of the final duty imposed on imports. Partner Alok Yadav led the transaction.

Hogan Lovells has advised leading Chinese information technology company Unisplendour Corp in respect of its US$3.8 billion investment in Nasdaq-listed Western Digital Corp, a US computer data storage company which is one of the largest computer hard disk drive manufacturers in the world. Beijing corporate partners Jun Wei and Steven Robinson and Washington corporate partners Liz Donley, Warren Gorrell and Glenn Campbell led the transaction.

J Sagar Associates has advised Union Bank of India in respect of its acquisition of KBC Participations Renta’s 49 percent shareholding in both Union KBC Asset Management Company Private Ltd (KBC-AMC) and Union KBC Trustee Company Private Ltd (KBC–TC). KBC-AMC manages approximately INR2,600 crores (US$399.4m) of assets of Union KBC Mutual Fund. Completion of the transaction is subject to regulatory approvals from the SEBI and CCI. After completion of the acquisition, KBC-AMC and KBC-TC will become wholly-owned subsidiaries of Union Bank of India. Partner Dina Wadia led the transaction. BMR Legal advised KBC.

J Sagar Associates has also acted as domestic counsel to DSP Merrill Lynch Ltd, CLSA India Private Ltd, SBI Capital Markets Ltd and Axis Capital Ltd as the book-running lead managers in respect of the issuance of approximately 56.9 million equity shares aggregating up to INR39.96 billion (US$613.8m) to qualified institutional buyers under a qualified institutions placement by Indiabulls Housing Finance Ltd, pursuant to the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009, as amended, and the Companies Act 2013 and the rules made thereunder. Partner Kaushik Mukherjee led the transaction whilst Clifford Chance advised as to US law.

Khaitan & Co has advised Bessemer Venture Partners in respect of the filing of a draft red herring prospectus with the Securities and Exchange Board of India for the proposed IPO of Matrimony.com Ltd involving a fresh issue of equity shares aggregating up to approximately US$54 million and an offer for sale of equity shares by Bessemer, Draper Investment Company LLC, Hartenbaum Revocable Trust and Indrani Janakiraman. Bessemer Venture Partners is an American global venture capital firm with offices in Silicon Valley, New York, Boston, Herzliya, Israel and in Mumbai and Bangalore, India. Matrimony.com is a signature internet conglomerate managing marquee brands such as BharatMatrimony.com and CommunityMatrimony.com. It is one of the fastest growing and profitable organisations in both the digital and offline space with a reputation for innovation, technical excellence and entrepreneurship. Partner Abhimanyu Bhattacharya led the transaction.

Khaitan & Co has also advised Akums Drugs and Pharmaceuticals Ltd and Akumentis Healthcare Ltd in respect of the primary investment by Sequoia Capital India Investments IV Mauritius in compulsory convertible preference shares of Akumentis and secondary purchase of equity for US$19.5 million. Akumentis Healthcare is one of India’s most upcoming and fastest growing pharmaceutical companies. Partners Rajat Mukherjee and Joyjyoti Misra led the transaction.

K&L Gates has advised United Development Company QSC (UDC) in respect of a QR738 million (US$202.7m) financing from Qatar National Bank SAQ and The Commercial Bank QSC. Founded in 1999, UDC is one of the leading private sector-listed companies in Qatar. It plays a key role in the country’s development and is responsible for developing Qatar’s first man-made island, The Pearl-Qatar. Proceeds from the financing will be used for Medina Centrale, a unique blend of residential, shopping and leisure developments dubbed the “Town Center” of The Pearl-Qatar. Doha partner Amjad Hussain led the transaction.

Luthra & Luthra Law Offices has acted for Gaja Capital, a mid-market focused private equity firm, in respect of its acquisition of a majority stake in SV EduSports Pvt Ltd (also known as “SportzVillage”), a company which creates, develops and implements physical education curricula and sports programs across various educational institutions. Partner Deepak THM led the transaction.

Majmudar & Partners has represented Asian Business Connections Private Ltd in respect of the acquisition from L&T Realty Ltd of 100 percent equity stake of the “Elante Mall”, Larsen & Toubro’s commercial real estate project in Chandigarh, for INR1,785 crores (US$274m). Partner Rukshad Davar led the transaction. L&T Realty was represented by M T Miskita & Co led by partner Viren Miskita.

Maples and Calder has acted as Cayman Islands counsel to IMAX China Holding Inc in respect of its IPO and listing of 62 million shares on the HKSE. The IPO raised HK$1.92 billion (US$247.7m), with net proceeds of approximately HK$450 million (US$58m). IMAX China Holding is a leading cinematic technology provider, the exclusive licensee of the IMAX brand in the theatre and films business and the sole commercial platform for the release of IMAX format films in Greater China. Partner Greg Knowles led the transaction whilst Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel. Shearman & Sterling acted for Morgan Stanley Asia Ltd, Goldman Sachs (Asia) LLC and China International Capital Corp Hong Kong Securities Ltd as the underwriters.

Maples and Calder has also acted as Cayman Islands counsel to Advanced Card Systems Holdings Ltd (ACS) in respect of the transfer of listing of all the shares from the GEM to the Main Board of the HKSE. ACS, with its subsidiaries, is one of the major suppliers of PC-linked smart card readers. The group develops a wide range of high quality smart card reading/writing devices, smart cards and related products and distributes these products in more than 100 countries worldwide. Partner Jenny Nip led the transaction.

Shearman & Sterling has advised Morgan Stanley Asia Ltd as the sole sponsor and one of the joint book-runners, along with Goldman Sachs (Asia) LLC and China International Capital Corp Hong Kong Securities Ltd, in respect of the primary listing on the Main Board of the HKSE of IMAX China Holding Inc, a subsidiary of IMAX Corp, one of the world’s leading entertainment technology and film companies. The size of the global offering is approximately HK$1.92 billion (US$247.7m), or HK$2.21 billion (US$285m) if the over-allotment option is fully exercised. IMAX China was established specifically to oversee the expansion of IMAX’s business throughout Greater China. IMAX is headquartered in New York, Toronto and Los Angeles, with offices in London, Tokyo, Shanghai and Beijing. IMAX China expects to use the majority of the net proceeds to expand the IMAX network of theatres in China, as well as to build up its inventory of IMAX theatre systems. Capital markets partners Colin Law and Kyungwon (Won) Lee led the transaction.

Stephenson Harwood has advised the controlling shareholders of Chanco International Group Ltd in respect of their sale and purchase agreement with Green Parade Ltd to sell their respective shares in Chanco for approximately HK$349.4 million (US$45m). As the disposal involved an acquisition of more than 30 percent of the voting rights of Chanco, Green Parade was required to make a mandatory general offer to all Chanco shareholders for issued shares under the Takeovers Code. HKSE Main Board-listed Chanco manufactures and distributes leather products and retails fashion apparel, footwear and leather accessories. Partner Eugene Lai led the transaction which was completed in September 2015.

Watson Farley & Williams has acted as lead counsel for a syndicate of lenders globally coordinated by Citibank NA and Nordea Bank Finland plc New York Branch in respect of a term loan facility of up to approximately US$963.7 million to Gener8 Maritime Inc. The facility finances the group’s acquisition of 15 newbuildings, most of which are to be built in Korean shipyards. The newbuildings will be delivered between 2015 and 2017. A leading US-based provider of international seaborne crude oil transportation services, NYSE-listed Gener8 Maritime was created by the merger of General Maritime Corp and Navig8 Crude Tankers Inc earlier this year. Hong Kong office head and finance partner Madeline Leong, supported by New York partners Daniel Rodgers and John Benson, led the transaction which involved careful coordination with KEXIM and K-sure.

Watson Farley & Williams has also advised BW Pavilion LNG Pte Ltd in respect of two syndicated term loan facilities of US$180 million each for the acquisition of two newbuild LNG tankers “BW Pavilion Vanda” and “BW Pavilion Leeara” built by Hyundai Heavy Industries of South Korea. BW Pavilion LNG is a Singapore-incorporated joint venture between BW Group and Temasek-owned Pavilion Energy. The LNG tankers will be chartered initially to China International United Petroleum & Chemicals Co Ltd and subsequently to Pavilion Gas Pte Ltd, a wholly-owned subsidiary of Pavilion Energy. Sumitomo Mitsui Banking Corp was the coordinating bank, facility agent and security trustee which led the syndicate comprising of Clifford Capital Pte Ltd, Crédit Industriel et Commercial Singapore Branch, DBS Bank Ltd, Oversea-Chinese Banking Corp Ltd, SMBC and Société Générale Singapore Branch. Hong Kong office head and finance partner Madeline Leong also led the transaction.

Weerawong C&P has represented Thai Wah Food Products Public Company Ltd, Thailand’s leading producer and distributor of noodles, and Thai Wah Starch Public Company Ltd, a leading tapioca product manufacturer and exporter, in respect of their amalgamation and the incorporation of a new listed company Thai Wah Plc. The transaction involved the delisting of the companies’ shares and relisting the shares of the new company under Thailand’s Securities and Exchange Commission regulations, with paid-up registered capital of β880 million (US$24.8m). The amalgamation is part of a strategy for research, development and plant expansion in the ASEAN region in the next three years. Asia Plus Public Company Ltd acted as financial advisor. Trading of relisted shares on the Stock Exchange of Thailand commenced on 5 October 2015. Partner Pakdee Paknara led the transaction.

Weerawong C&P has also represented Thai Foods Group PLC, a leading fully integrated livestock business, in respect of its corporate restructuring and trading of 5.1 billion ordinary shares, including IPO of 1.1 billion shares, valued at approximately β2.14 billion (US$60m). Trading commenced on the Stock Exchange of Thailand on 8 October 2015. The IPO will fund the expansion of Thai Foods’ main poultry and pork meat processing and animal feed business through global distribution channels, as well as working capital and debt repayment. KT Zmico Securities Co Ltd acted as financial advisor and underwriter. Partner Peangpanor Boonklum led the transaction.

WongPartnership is acting for Deloitte & Touche Corporate Finance Pte Ltd, the financial adviser to Golden Star Group Ltd, in respect of the proposed acquisition of approximately 93.7 million shares representing approximately 54.87 percent of the issued share capital of Novo Group Ltd, and the possible mandatory unconditional cash offer for all the issued shares in Novo which are not already owned or agreed to be acquired by the offeror. Partners Andrew Ang and Tan Sue-Lynn are leading the transaction.

WongPartnership has also acted for CLSA Capital Partners in respect of the partial financing for the acquisition of a project comprising two office blocks on top of a four-storey retail podium to be developed on a plot of land situated at Tianlin Road, Xuhui District, Shanghai PRC. The underlying acquisition transaction involved both onshore and offshore financings as well as various cross border elements. Partners Christy Lim and Tan Beng Lee led the transaction.