Allen & Gledhill has acted as transaction counsel to United Overseas Bank on the S$200 million (US$147m) dual-tranche term loan facilities granted to CapitaLand. The loan, which references both the Singapore Overnight Rate Average and the Secured Overnight Financing Rate for the calculation of interest, is the first of its kind in Singapore. The facilities will be used to finance CapitaLand’s general working capital and corporate funding requirements, including the funding or refinancing of investments and acquisitions. Partner Aloysius Ng led the firm’s team in the transaction.
Allen & Gledhill has also advised Daiwa Pl Partners, through Daiwa Myanmar Growth Fund, on its US$12.6 million joint investment with Delta Capital Myanmar, through Myanmar Opportunities Fund II, into plastic bottles recycler Commercial Plastics Company (CPC). This is Daiwa Myanmar Growth Fund’s first private equity investment, since it was established in July 2019 by its co-general partners, Daiwa and Daiwa Corporate Investment. The investment will enable CPC to become the first food-grade bottle-to-bottle recycler in Myanmar, with high operating standards capable of producing US Food and Drugs Administration and EU Food Safety Authority compliant food-grade recycled polyethylene terephthalate (PET), and supply both domestic and overseas PET bottle converters and beverage manufacturers. Myanmar director Oh Hsiu-Hau led the firm’s team in the transaction.
Assegaf Hamzah & Partners, a member firm of Rajah & Tann Asia, has represented Indonesia Infrastructure Finance (IIF) on the issuance of the Shelf Registration Bond I Phase II of 2020. Established in 2009 by the Indonesian government, IIF is a subsidiary of a state-owned entity, supported by the World Bank, Asian Development Bank and other multilateral institutions. The issuance amounted to Rp1.5 trillion (US$102.4m), with the offer period between October 15-16, 2020. IIF will use the funds to refinance the Series A bonds, as part of the Shelf Registration Bond I Phase I of 2019, and to expand its business activities in infrastructure projects in Indonesia. Partners Bono Daru Adji and Putu Suryastuti led the firm’s team in the transaction.
AZB & Partners has advised Reliance Industries and Jio Platforms on the Rs7.3 billion (US$99m) acquisition by Qualcomm Ventures, the investment arm of Qualcomm, of a 0.15 percent minority equity stake in Jio Platforms. Partners Ashwath Rau and Nilanjana Singh led the firm’s team in the transaction, which was completed on September 30, 2020.
AZB & Partners has also advised Reliance Industries and Jio Platforms on the Rs18.95 billion (US$257m) acquisition by Intel Capital of a 0.39 percent minority equity stake in Jio Platforms. Partners Ashwath Rau and Nilanjana Singh also led the firm’s team in the transaction, which was completed on September 30, 2020.
Baker McKenzie’s Bangkok office has acted as Thai counsel to B.Grimm Power, as major sponsor, and Truong Thanh Viet Nam Group (TTVN), as local sponsor, on the project financing of a 257 MW solar power plant in Phu Yen Province, Vietnam. The power plant is the largest ground-mounted solar power project under a single power purchase agreement entered into between a project company and Electricity of Vietnam. The financing comprises a US$27.9 million loan funded by the Asian Development Bank (ADB), a US$148.8 million syndicated loan funded by commercial banks with ADB as lender of record, and a US$9.3 million loan from Leading Asia’s Private Infrastructure Fund, to which the Japan International Cooperation Agency had contributed. Participating commercial banks include Bangkok Bank, KASIKORNBANK, Kiatnakin Bank, Standard Chartered Bank, and Industrial and Commercial Bank of China. The loan, which will fund the development and operation of the power plant, is among the first group of large-scale Vietnam solar power projects funded by ADB under the sub-participation arrangements and the FiT rate of US$9.35 cents per kWh. B.Grimm Power is one of Thailand’s largest private power producers. TTVN is involved in clean energy investment in Vietnam, and has an equity interest in three operating solar farms with a total capacity of 357 MW. Bangkok renewable energy partner Vit Vatanayothin led the firm’s team in the transaction.
Chandler MHM has advised on the financing of seven SPP gas-fired power plants for B.Grimm Power. B.Grimm is investing β40 billion (US$1.28b) into the projects, which will have a combined capacity of 980 MW. Five of the seven projects are developed under a replacement scheme with the Electricity Generating Authority of Thailand.
Clyde & Co has acted as international counsel and collaborated with Turkish counsel Kolcuoglu Demirkan Koçaklı to represent Qatari port operator QTerminals on the sale and purchase agreement for the acquisition of 99.99 percent of Akdeniz Port in Turkey from Global Ports Holding, the world’s largest independent cruise port operator. Located in Antalya, Akdeniz Port is a leading commercial cargo export port in Turkey, currently specialising in handling cargo containers and general and bulk cargo destined for global markets. Including QTerminals’ flagship Hamad Port in Qatar, and its recent 35-year concession for the management and operations of Olvia Port in Ukraine, this acquisition represents the third port asset in QTerminals’ portfolio. Subject to the Turkish Competition Authority’s (Rekabet Kurumu) clearance and several other conditions precedent, the acquisition is expected to complete in the coming months. Doha corporate partner Lee Keane led the firm’s team in the transaction.
Davis Polk has advised Goldman Sachs (Asia), BofA Securities and JP Morgan Securities, as the underwriters, on Baidu’s SEC-registered offering of its US$650 million 1.72 percent notes due 2026, and US$300 million 2.375 percent notes due 2030. Baidu is a leading search engine, knowledge and information centered internet platform and AI company. Baidu’s ADSs currently trade on the Nasdaq. Partners James Lin and Gerhard Radtke led the firm’s team in the transaction, while Jingtian & Gongcheng acted as Chinese counsel. Maples Group, led by partner Matt Roberts, acted as Cayman Islands and BVI counsel to Baidu, while Skadden Arps Slate Meagher & Flom and Han Kun Law Offices acted as US and Chinese counsel, respectively.
Davis Polk has also advised the placing agents on the primary placement of 80 million new shares in Ping An Healthcare and Technology. The gross proceeds from the placing amounted to approximately HK$7.856 billion (US$1b). The firm also advised the underwriters on Ping An’s HK$8.77 billion (US$1.13b) IPO in May 2018. Ping An is a pioneer in the Chinese internet health care market. As a leading internet healthcare platform in China, it delivers on-demand health care anytime and anywhere through its mobile platform, and offers online medical and wellness services. Hong Kong partner Yang Chu led the firm’s team in the transaction.
Herbert Smith Freehills has advised Morgan Stanley Asia and China International Capital Corporation Hong Kong Securities, as joint sponsors, on pharmaceutical manufacturer Simcere Pharmaceutical Group’s listing in Hong Kong. Simcere Pharmaceutical is an innovation and R&D-driven pharmaceutical company, with a diverse product portfolio and leading positions in various therapeutic segments. The company has increased investment in R&D in recent years, and has three R&D centres in Nanjing, Shanghai and Boston. Simcere Pharmaceutical raised approximately HK$3.57 billion (US$460.6m), and listed on October 27, 2020. The offering attracted seven cornerstone investors that agreed to subscribe for approximately HK$1.473 billion (US$190m). Partners Matt Emsley (Hong Kong) and Siddhartha Sivaramakrishnan (Singapore), supported by a team headed by Stanley Xie from the firm’s Kewei joint operation, led the firm’s team in the transaction.
Khaitan & Co has advised Iron Pillar Top Up Fund (C22841) on the Series C fund raise by Service Lee Technologies, a company better known by its brand name ‘Servify’. The Series C fund raise also saw participation from Blume Ventures (Opportunities) Fund IIA and Tetrao SPF. Servify is an aftersales service platform that integrates multiple partners, including repair centres, logistic partners, payment gateway, distributors and retailers. Iron Pillar led the approximately US$23 million Series C round, with an investment of approximately US$11 million. Partners Kartick Maheshwari and Akshay Bhargav led the firm’s team in the transaction, which was announced on September 23, 2020. J Sagar Associates advised Servify.
Khaitan & Co has also acted as Indian counsel to T Rowe Price International, State Bank of India, Life Insurance Corporation of India, Bank of Baroda and Punjab National Bank, as the selling shareholders, on the approximately Rs21.6 billion (US$293.3m) IPO of equity shares by UTI Asset Management. The IPO comprised of an offer for sale of approximately 10.5 million equity shares by the selling shareholders. The book-running lead managers to the IPO were Kotak Mahindra Capital, Axis Capital, Citigroup Global Markets India, DSP Merrill Lynch, ICICI Securities, JM Financial and SBI Capital Markets. Executive director Sudhir Bassi and partner Aditya Cheriyan led the firm’s team in the transaction, which was completed on October 8, 2020. Cyril Amarchand Mangaldas, Shardul Amarchand Mangaldas, and Cravath, Cravath, Swaine & Moore also advised on the deal.
Maples Group has acted as Cayman Islands counsel to a buyer consortium, comprising of 58.com founder Mr Jinbo Yao, General Atlantic Service, Warburg Pincus Asia and Ocean Link Asia, on the take-private of 58.com, a Cayman Islands company previously listed in New York. Valued at approximately US$8.7 billion, the transaction was completed on September 17, 2020. 58.com Inc. operates China’s largest online market place for classifieds, as measured by monthly unique visitors, on both its www.58.com website and mobile applications. Head of Asia corporate practice partner Matt Roberts led the firm’s team in the transaction, while Wilson Sonsini Goodrich & Rosati, Paul, Weiss, Rifkind, Wharton & Garrison, Kirkland & Ellis and Weil, Gotshal & Manges acted as international co-counsels and Fangda Partners acted as Chinese counsel.
Maples Group has also acted as Cayman Islands counsel to Everest Medicines on its IPO of approximately 63.5 million shares and its listing in Hong Kong. Everest Medicines is a biopharmaceutical company that integrates licensing, clinical development and commercialization of potentially novel or differentiated therapies to address critical unmet medical needs in Greater China and other emerging Asia Pacific markets. The offering, which closed on October 9, 2020, raised approximately HK$3.49 billion (US$450.3m). Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as Hong Kong counsel and Zhong Lun Law Firm acted as Chinese counsel. Kirkland & Ellis acted as Hong Kong counsel and Tian Yuan Law Firm acted as Chinese counsel to Goldman Sachs (Asia) and Merrill Lynch Far East, as the joint sponsors, and to the underwriters.
Norton Rose Fulbright has advised the Australian Securities and Investments Commission (ASIC) on its largest penalty issued in a single enforcement action. On October 16, 2020, the Federal Court of Australia ordered that AGM Markets, OT Markets and Ozifin Tech pay a penalty amounting to A$75 million (US$53.6m) in total. This is the largest penalty for a single enforcement action in ASIC’s history. The penalty comprises A$35 million (US$25m) for AGM Markets and A$20 million (US$14.3m) for each of OT Markets and Ozifin Tech. The defendants must also pay refunds to approximately 10,000 former clients. The penalty follows a Federal Court decision in February 2020, in which the firm advised ASIC on obtaining findings of liability for, among others, misleading and deceptive and systemic unconscionable conduct while providing OTC derivative products to retail investors in Australia. The court found that the companies engaged in thousands of contraventions of the Corporations Act and the ASIC Act, that resulted in Australian investors losing over A$30 million (US$21.4m). Regulatory disputes partner Andrew Riordan led the firm’s team in the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for CGS-CIMB Securities (Singapore) and SAC Capital, as joint placement agents, on the placement of shares in UG Healthcare. In conjunction with the placement, the company entered into a share lending arrangement with Zen UG, its controlling shareholder. Partners Danny Lim and Hoon Chi Tern led the firm’s team in the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is also advising Superior Partners, as offeror, on its voluntary conditional cash offer for the shares of LCT Holdings. Partners Danny Lim and Tan Mui Hui are leading the firm’s team in the transaction.
Shardul Amarchand Mangaldas & Co has acted for the liquidator of Lanco Infratech before the Madras High Court on a proceeding under the Arbitration and Conciliation Act 1996. This proceeding was initiated by Chennai Metro Rail, essentially seeking that the liquidator of Lanco Infratech must seek leave of the NCLT for continuing the arbitration proceeding, as Lanco Infratech was undergoing liquidation process under the Insolvency and Bankruptcy Code 2016. The Madras High Court dismissed the proceeding filed against Lanco Infratech, and upheld the liquidator’s contention that leave of the NCLT is not required for continuing a pending proceeding, while a company undergoes a liquidation process under the Insolvency Code. Partner Ameya Gokhale led the firm’s team which represented the client.
Simpson Thacher has represented the underwriters on the IPO and listing in New York of iHuman. The offering comprised 8.05 million American depositary shares, representing 40.25 million Class A ordinary shares, including the offering of 1.05 million ADSs pursuant to full exercise of overallotment option by the underwriters. The total offering size was US$96.6 million. Credit Suisse and Citigroup acted as the representatives of the underwriters. iHuman is a leading childhood “edutainment” company in China, with expertise in providing integrated and innovative products and services catering to the education demands for children mainly aged between three and eight. Hong Kong capital markets partner Yi Gao led the firm’s team in the transaction.
Skadden has advised MINISO Group Holding, a fast-growing global value retailer offering a variety of design-led lifestyle products, on its listing and IPO of 30.4 million American depositary shares, each representing four Class A ordinary shares of MINISO, in New York. The ADSs were priced at US$20.00 each, for a total offer value of US$608 million, assuming the underwriters do not exercise their option to purchase up to 4.56 million additional ADSs. Trading commenced on October 15, 2020. Partners Julie Gao (Hong Kong), Haiping Li (Shanghai) and Shu Du (Hong Kong) led the firm’s team in the transaction.
Skadden is also advising French food retailer Auchan Retail International on its US$3.6 billion sale of 70.94 percent of A-RT Retail Holdings, a company which holds 51 percent of Sun Art Retail Group, to Taobao China Holding, an indirect wholly-owned subsidiary of Alibaba Group. Hong Kong-listed Sun Art is the largest hypermarket operator in China. Auchan Retail operates in 14 countries, with 2,293 points of sale. Partners Jonathan Stone (corporate-Hong Kong), Christopher Betts (corporate-Hong Kong), Alex Jupp (tax-London), Rory McAlpine (dispute resolution-Hong Kong), Bruce Goldner (intellectual property and technology-New York) and Andrew Foster (antitrust-Hong Kong) are leading the firm’s team in the transaction.
WongPartnership is advising the manager of CapitaLand Commercial Trust on the proposed merger of CapitaLand Mall Trust and CapitaLand Commercial Trust. Partners Andrew Ang and Milton Toon led the firm’s team in the transaction, together with partners Hui Choon Yuen, Tan Teck Howe, Trevor Chuan, Linda Low and Bonnie Wong.
WongPartnership has also acted for Vulcan Capital as lead investor on the US$1.8 million seed round of Qapita. Partner Kyle Lee led the firm’s team in the transaction.
ZICO Insights Law has advised Singapore-listed Hengyang Petrochemical Logistics (HPL) on its conditional sale and purchase agreement with MEGCIF Investments 5 for the acquisition of 70 ordinary shares, representing 35 percent of the total issued and paid-up share capital of its principal subsidiary Hengyang Holding (HH), for Rmb36 million (US$5.37m). HPL owns 130 ordinary shares, representing 65 percent of the total issued and paid-up share capital, of HH. HH serves as an intermediary investment holding company of HPL and its subsidiaries, all of which are based in China. MEGCIF Investments 5 is a Cayman Islands company owned by Macquarie Greater China Infrastructure Fund, an international US dollar-denominated fund sponsored and managed by Macquarie Group. On October 15, 2020, HPL announced the successful completion of the proposed acquisition, which resulted in HH becoming the immediate wholly-owned subsidiary of HPL. Director Dr Qiu Yang led the firm’s team in the transaction.
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