|Allen & Gledhill has advised DBS Bank Ltd, as sole arranger, issuing and paying agent, agent bank, registrar and transfer agent, and DBS Trustee Ltd, as trustee for holders of the securities, in respect of the establishment of a S$500 million (US$352.45m) multicurrency debt issuance programme by CW Group Holdings Ltd (CWGHL), CW Advanced Technologies Ltd (CWATL) and CW Advanced Technologies Pte Ltd (CWATPL). Under the programme, CWATPL issued S$75 million (US$52.87m) 7 percent notes due 2018, with DBS Bank as dealer for the issue. The securities issued by CWATL and CWATPL are unconditionally and irrevocably guaranteed by CWGHL. Partners Margaret Chin and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised United Overseas Bank Ltd (UOB) as the arranger in respect of the establishment of a S$500 million (US$352.45m) multicurrency debt issuance programme by Roxy-Pacific Holdings Ltd. Under the programme, Roxy-Pacific Holdings issued S$60 million (US$42.3m) 4.5 percent notes due 2018. UOB was appointed sole lead manager and book-runner for the issue. Partners Margaret Chin and Sunit Chhabra also led the transaction.
Allens has advised German-headquartered global technology company the Freudenberg Group in respect of its acquisition of Australian company Ludowici Sealing Solutions. The acquisition will see Freudenberg take over Australia’s market leader in the distribution of hydraulic and pneumatic seals as part of a plan to widen the company’s global distribution network for industrial and automotive sealing products. Partner Mark Malinas led the transaction.
Allens has also advised Australian integrated energy company AGL Energy Ltd in respect of the sale of its 50 percent participating interest in the 420 MW Macarthur Wind Farm in southwest Victoria. It the largest wind farm in the Southern Hemisphere. Under the deal, AGL Energy will continue to operate and maintain the wind farm for the new owners and will retain the rights to all Renewable Energy Certificates and electricity output until 2018. Partner Kate Axup, supported by partners Michael Ryan, Michael Graves, Wendy Rae and Martin Fry, led the transaction.
Appleby has acted as Cayman counsel for LEAP Holdings Group Ltd in respect of its listing on the Main Board of the HKSE on 2 September 2015, with gross proceeds of approximately HK$143 million (US$18.45m). LEAP Holdings is principally engaged in foundation works, ancillary services and construction waste handling at public fill reception facilities managed by the government in Hong Kong. LEAP Holdings will use majority of the net proceeds to acquire machinery and equipment, strengthen its workforce, and repay outstanding bank loans. Hong Kong corporate partner Judy Lee led the transaction whilst Loong & Yeung acted as Hong Kong counsel. DS Cheung & Co advised the sponsor and underwriters as to Hong Kong law.
Baker & McKenzie is advising Yuexiu Real Estate Investment Trust in respect of its approximately RMB2.63 billion (US$413m) acquisition of Hongjia Tower, a 25-storey Grade A office building with retail spaces and carparks in the Zhuyuan central business district of Pudong, Shanghai. Hong Kong corporate partner Dorothea Koo, supported by finance partner Simon Leung and tax partner Liu Jinghua, led the transaction.
Baker & McKenzie.Wong & Leow is advising Shaw Kwei & Partners Ltd in respect of the voluntary conditional cash offer by its vehicle, Southshore Pte Ltd, for SGX Mainboard-listed Chosen Holdings Ltd. The offer values Chosen at around S$67.6 million (US$47.65m). Shaw Kwei is a fund management firm which specialises in private equity investments in businesses operating in Asia with a focus on manufacturing and service industries. The Chosen Group is primarily engaged in plastic injection moulding and sub-assembly, as well as secondary processes and sale of plastic components, mainly for computer peripherals, consumer electronics, automotive, medical devices, communications, semiconductor and disk drive industries. Principal Lean Min-tze is leading the transaction.
Clayton Utz has acted for iconic Australian retailer Myer in respect of its A$221 million (US$155m) capital raising launched on 1 September 2015. The capital raising is part of the ‘New Myer’ strategy announced to the market last week, on which the firm is also advising. The raising comprises a fully underwritten entitlement offer to Myer shareholders which aims to raise around (US$155m). Proceeds will be used to pay down debt, providing balance sheet flexibility to implement the five-year, A$600 million (US$421m) New Myer strategy. Corporate partner Brendan Groves led the transaction.
Cyril Amarchand Mangaldas has acted as sole counsel to Vistaar Financial Services Private Ltd, a company which provides loans to micro, small and medium enterprises in rural and semi-urban areas, its investors, comprising of WestBridge Crossover Fund LLC, ICP Holdings I, Lok Capital II LLC, ON Mauritius and Elevar Equity Mauritius, and its promoters, comprising of Brahmanand Hegde and Ramakrishna Nishtala, in respect of the Series D round of funding by certain Vistaar Financial’s existing investors. The Series D funding was approximately INR250.03 crores (US$37.7m). Bangalore corporate partner Nivedita Rao led the transaction which closed on 28 August 2015.
Cyril Amarchand Mangaldas has also advised LeapFrog Investments Ltd in respect of the investment by Leapfrog Financial Inclusion India (II) Ltd in financial inclusion platform IFMR Holdings Private Ltd. Accion Africa-Asia Investment Company also invested simultaneously in this round of capital raising. Bangalore partner Arjun Lall led the transaction which closed on 4 August 2015. IFMR Holdings and Accion Africa-Asia Investment Company were advised by IndusLaw and Tatva Legal, respectively.
Davis Polk has advised the joint lead managers in respect of a US$450 million 2.875 percent Regulation S-only credit enhanced bonds offering by Double Charm Ltd. The bonds have the benefit of a keepwell deed provided by its parent company Everbright Securities Co Ltd and an irrevocable standby letter of credit from China Merchants Bank Co Ltd Shanghai Branch. The Everbright Group is one of largest and leading full-service securities firms in the PRC. Partner William F Barron led the transaction.
Davis Polk has also advised Bestgain Real Estate Lyra Ltd, a wholly-owned subsidiary of China Vanke Co Ltd, in respect of its renewal and update of a US$2 billion medium-term note program. The notes were guaranteed by China Vanke’s wholly-owned subsidiary Vanke Real Estate (Hong Kong) Company Ltd and supported by a keepwell deed and an equity purchase undertaking from China Vanke. HKSE and Shenzhen-listed China Vanke is a leading residential property developer in China. Partner Paul Chow led the transaction.
Deacons has advised Haitong International Securities Company Ltd as the underwriter in respect of the open offer of shares by Huili Resources (Group) Ltd. Partner Ronny Chow led the transaction which was announced on 12 August 2015 and was valued at up to HK$250 million (US$32.25m).
Dorsey & Whitney has represented the lead managers, comprising of Morgan Stanley India Company Private Ltd, JM Financial Institutional Securities Ltd, CLSA India Private Ltd, Citigroup Global Markets India Private Ltd, Credit Suisse Securities (India) Private Ltd, Goldman Sachs (India) Securities Private Ltd and JP Morgan India Private Ltd, in respect of IndusInd Bank Ltd’s qualified institutional placement in India and Regulation S private placement outside India. Hong Kong corporate partners John Chrisman and Kenny Kwok led the transaction which raised US$675 million.
Howse Williams Bowers has advised Univan Ship Management Group in respect of its merger with Anglo-Eastern Ship Management Group. The new entity, Anglo-Eastern Univan Group, is one of the world’s largest independent ship management service providers. Partners Chris Williams and Katherine Chuang led the transaction.
J Sagar Associates has advised the promoters of Astec LifeSciences Ltd in respect of the sale of 45 percent of Astec’s equity share capital to Godrej Agrovet Ltd. Pursuant to the transaction, Godrej Agrovet made an open offer under the Takeover Regulations to Astec public shareholders. BSE and NSE-listed Astec researches, develops, manufactures, distributes and sells agrochemicals. Partner Vikram Raghani led the transaction. Godrej Agrovet was advised by Trilegal.
Khaitan & Co has advised Konica Minolta Business Solutions India Private Ltd in respect of the acquisition by way of slump sale of all rights, title and interest of Monotech Systems Ltd in its business of supplying and distributing “Konica Minolta” branded printing products as provided by Konica Minolta Inc Japan. Gurgaon, Haryana-based Konica Minolta is a subsidiary of the Konica Minolta Business Technologies Inc Japan, a core company of the Konica Minolta Group. As the world leader in print technology, the company is acknowledged in the market for pioneering several technologies and for the environment friendly approach that it implies in its works. Partner Joyjyoti Misra led the transaction.
Khaitan & Co has also acted for SBICAP Securities Ltd and IDBI Capital Market Services Ltd as the brokers in respect of the approximately US$7.9 million offer for sale through the stock exchange of 1.4 million equity shares representing 5 percent of paid up equity capital of Dredging Corp of India Ltd by the President of India, acting through Ministry of Shipping. Executive Director Sudhir Bassi, partner Sharad Vaid and associate partner Madhur Kohli led the transaction.
Luthra & Luthra Law Offices has advised DLF in respect of its approximately INR1,990 crores (US$299.56m) joint venture project with Singapore’s sovereign wealth fund GIC for DFL’s two upcoming projects in central Delhi. The JV between DLF Home Developers Ltd (DHDL), a wholly-owned subsidiary of DLF, and GIC has been communicated to the stock exchange. Both the projects will be developed under DHDL.
Maples and Calder has acted as Cayman Islands and BVI counsel to The Link Real Estate Investment Trust in respect of the acquisition of Corporate Avenue 1 and Corporate Avenue 2, two premium grade-A office buildings in Shanghai, for approximately RMB6.6 billion (US$1b). The consideration for the property is paid through acquiring the entire issued share capital of a BVI target company from Shui On Land. The BVI target company indirectly owns the entire registered capital of the project company, which is the sole registered owner of the property. HKSE-listed The Link REIT is the largest real estate investment trust in Asia. Partner Jenny Nip led the transaction whilst Baker & McKenzie acted as Hong Kong counsel.
Norton Rose Fulbright has advised Renhe Commercial Holdings Company Ltd in respect of its HK$6.5 billion (US$838.6m) acquisition of an agricultural produce markets business in the PRC. HKSE main board-listed Renhe Commercial is a major developer and operator of underground malls in large and mid-sized cities across China. The acquired business includes eight agricultural produce markets engaging in wholesaling and retailing of vegetables and other food produce in six cities of the PRC. Part of the consideration for the acquisition was settled by HK$5.02 billion (US$647.7m) allotment and issuance of approximately 12.24 million new shares by Renhe Commercial to the vendor. Hong Kong partner Psyche Tai led the transaction which constitutes a very substantial acquisition and connected transaction under the HKSE Listing Rules.
Rajah & Tann is advising SGX-ST Catalist board-listed Medtecs International Corp Ltd in respect of its proposed private placement of approximately 81.86 million new ordinary shares in the capital of Medtecs amounting to approximately S$5.73 million (US$4m). The Medtecs Group is an integrated healthcare products and services provider in the Asia Pacific region and a manufacturer and distributor of medical consumables for the global healthcare industry. The group has established a strong presence in the US, Europe and Asia Pacific and has offices and facilities across Asia. Partners Danny Lim and Chia Lee Fong are leading the transaction which was announced on 2 September 2015 and is yet to be completed.
Rodyk & Davidson has acted as Singapore counsel for NYSE-listed Archer Daniels Midland Co (ADM), one of the world’s leading agricultural processors, in respect of the sale of its global chocolate business to Cargill Inc. The multi-jurisdictional sale involved the transfer of ADM’s North American, European, Brazilian and Asian plants, ADM’s brands such as Ambrosia, Merckens and Schokinag and the transfer of approximately 670 employees from ADM to Cargill. The deal was valued at US$400 million, subject to post-completion adjustments. Corporate partner Gerald Singham, supported by corporate partners Sarah Choong, Ray Chiang and Seow Jia Xian and intellectual property and technology partner Elaine Lew, led the transaction.
Shardul Amarchand Mangaldas & Co is representing Brookfield Asset Management Inc in respect of the acquisition of nine project companies of the Gammon group by BIF India Holdings Pte Ltd, a company jointly held by Brookfield Infrastructure Partners LP and Core Infrastructure India Fund Pte Ltd, from Gammon Infrastructure Projects Ltd and its affiliates. The transaction is one of the largest buy-outs in the infrastructure sectors with a deal size of INR57 billion (US$858m), comprising of equity payments and taking over of existing debt. Additionally, this is the first transaction in the roads sector after the government eased exit rules for developers. Managing partner Akshay Chudasama, supported by partner Deepto Roy, is leading the transaction which was signed on 27 August 2015 and is expected to close within this year.
WongPartnership is advising EXOR SpA, one of Europe’s leading investment companies listed on the Borsa Italiana, in respect of its regulatory obligations arising under Singapore law as a result of its competitive US$6.9 billion bid to merge with PartnerRe Ltd, the ultimate holding company of Partner Reinsurance Asia Pte Ltd, a Singapore incorporated reinsurance company. NYSE-listed PartnerRe is the ultimate holding company of a leading group of international companies which provide multi-line reinsurance to insurance companies on a worldwide basis. Joint managing partner Ng Wai King and partner Elaine Chan are leading the transaction.
WongPartnership is also acting for Singapore Post Ltd (SingPost) in respect of the acquisition by Alibaba Investment Ltd, a wholly-owned subsidiary of Alibaba Group Holding Ltd, of a 34 percent stake in SingPost’s subsidiary Quantium Solutions International Pte Ltd (QSI) for up to S$92 million (US$64.86m) and the acquisition of approximately 107.5 million new shares in SingPost for S$187.1 million (US$131.9m). On completion of the transaction, Alibaba’s deemed interest in SingPost will rise to 14.51 percent from 10.23 percent. Joint managing partner Rachel Eng and partners Andrew Ang, Tan Sue-Lynn and James Choo are leading the transaction.
New regulation on the prohibition of sales of alcoholic beverages online
In line with evolving trends in technology, certain entrepreneurs and retailers have started using online channels to sell alcoholic beverages, which makes it difficult to ensure the sale of such beverages is in accordance with existing laws ...