Allen & Gledhill has advised TKL & Family on its S$632.4 million (US$466m) pre-conditional voluntary general offer to acquire all the issued ordinary shares, excluding treasury shares, in the capital of Roxy-Pacific Holdings, other than those shares already owned, controlled or agreed to be acquired by TKL. The offer was made for and on behalf of TKL by Oversea-Chinese Banking Corporation. Partners Christopher Ong and Ong Kangxin led the firm’s team in the transaction.
Allen & Gledhill has also acted as transaction counsel to Myanmar investors Win Myint Mo Industries and EAP Global Mining on their US$30 million acquisition of a 51 percent stake in Myanmar Metals (MYM). The investors entered into two agreements with MYM in August 2021 on the Bawdwin zinc-lead-silver-copper mine joint venture formed with MYM in 2018. The investors, who already own the remaining 49 percent interest in the project, will take over all of MYM’s interests in the project for US$30 million. Australia-listed Myanmar Metals is seeking shareholders’ approval for the transaction. The firm advised the investors in establishing the joint venture with MYM, and on their joint venture with a new participant in the project. Myanmar director Oh Hsiu-Hau led the firm’s team in the transaction.
AZB & Partners is advising Thomas H Lee Partners on the Rs4.5 billion (US$60.6m) acquisition by its affiliate, Gamma Buyer, of Odessa Technologies, including its Indian subsidiary Odessa Solutions India. Partner Ashwath Rau is leading the firm’s team in the transaction, which was signed on September 2, 2021 and is yet to be completed.
AZB & Partners has also advised KKR Mauritius PE Investments II on its more than US$5 million sale of equity stake held in Coffee Day Enterprises, a company engaged in the hospitality industry and conducts various other businesses through its subsidiaries, including operating a chain of coffee shops under the brand “Café Coffee Day”. Partners Darshika Kothari and Roxanne Anderson led the firm’s team in the transaction, which was signed on July 30, 2021 and was completed on August 31, 2021.
Clifford Chance has advised the lenders to a consortium led by Morrison & Co on the acquisition financing of a 49 percent stake in Telstra’s InfraCo Towers business. The consortium, which comprises Future Fund, Commonwealth Superannuation and Sunsuper, obtained financing commitments from Barclays, Commonwealth Bank of Australia and National Australia Bank to support its successful bid for the minority stake in the business. Telstra’s InfraCo Towers business, which has been rebranded to Amplitel, owns over 8,000 communications towers across Australia. Telstra will use the proceeds from the investment, which values the business at A$5.9 billion (US$4.27b), for investment in mobile connectivity in regional Australia, in addition to returning proceeds to Telstra’s shareholders. Australian managing partner Richard Gordon, with partners Chad Bochan and Nadia Kalic, led the firm’s team in the transaction.
Davis Polk has advised the joint book-running managers on Sea’s concurrent SEC-registered offerings of US$2.875 billion aggregate principal amount of its 0.25 percent convertible senior notes due 2026, and of 12.65 million American depositary shares, at a price to the public of US$318.00 per ADS. Sea is a leading global consumer internet company founded in Singapore in 2009. Its mission is to improve the lives of consumers and small businesses with technology. Sea operates three core businesses across digital entertainment, e-commerce, and digital payments and financial services, known as Garena, Shopee and SeaMoney, respectively. Garena is a leading global online games developer and publisher. Shopee is the largest pan-regional e-commerce platform in Southeast Asia and Taiwan. SeaMoney is a leading digital payments and financial services provider in Southeast Asia. Partner James Lin, supported by partner Yan Zhang, led the firm’s team in the transaction.
Davis Polk has also advised the joint book-runners and lead managers on Mizuho Financial Group’s (MFG) SEC-registered takedown offering of subordinated notes, which consisted of US$1 billion aggregate principal amount of 2.564 percent subordinated notes due 2031. The notes are structured to qualify as Tier II capital, under the applicable Japanese banking regulations, and as total loss-absorbing capacity (TLAC), under the Japanese TLAC regulations. Listed in Singapore, the notes are MFG’s first SEC-registered Tier II notes issuance. MFG is a Japanese bank holding company that is the ultimate parent company of the Mizuho Group, one of the largest financial institution groups in the world. Partner Jon Gray led the firm’s team in the transaction.
J Sagar Associates has represented Tata Power Renewable Energy (TPRE) before the Appellate Tribunal for Electricity (APTEL) on challenging the Maharashtra ERC’s order, denying Change in Law compensation to TPRE, as the project developer, on account of an increase in rate of GST on EPC contracts for setting up solar power plants in India. In its decision dated September 20, 2021, APTEL set-aside the Maharashtra ERC’s order and directed the grant of restitutory relief to TPRE, along with carrying cost. Partners Abhishek Munot and Kunal Kaul led the firm’s team representing the client.
J Sagar Associates has also acted for the Nayar Family Office, the family office of KKR chairman Mr Sanjay Nayar and Nykaa founder and CEO Mrs Falguni Nayar, on its investment in Onesto Labs, the parent entity for direct-to-consumer personal care brands “Bare Anatomy” and “Chemist at Play”. Priyanka Murali and Namrata Nambiar led the firm’s team in the transaction.
Maples and Calder has acted as BVI counsel to Chinalco Capital Holdings, an indirect wholly-owned subsidiary of Hong Kong-listed Aluminium Corporation of China (Chinalco), on its issue of US$800 million 2.125 percent guaranteed bonds due 2026, guaranteed by Chinalco. The bonds are listed in Hong Kong, via debt issues to professional investors. Chinalco is a leading company in China’s non-ferrous industry. Partner Lorraine Pao led the firm’s team in the transaction, while Clifford Chance acted as English counsel and Guantao Law Firm acted as Chinese counsel to the issuer and Aluminium Corporation of China. Linklaters acted as English counsel to the managers and the trustee, while JunHe acted as Chinese counsel of the managers.
Maples and Calder has also acted as BVI counsel to SFG International Holdings on its issuance of an aggregate of US$500 million 2.4 percent guaranteed bonds due 2026. The bonds are guaranteed by Shandong Finance Investment Group. Together with the issuer and the guarantor’s subsidiaries, the group is a key provincial financial service provider and state-owned capital investment and operation entity in Shandong Province, China, and primarily engages in fund investment, infrastructure investment, equity investment and financial leasing. The bonds are listed in Hong Kong. Partner Juno Huang led the firm’s team in the transaction. Fangda Partners advised the issuer and Shandong Finance Investment Group on English and Hong Kong laws, while Tahota (Jinan) Law Firm advised on Chinese law. Herbert Smith Freehills and Jingtian & Gongcheng advised the managers on English law and Chinese law, respectively.
Phoenix Legal has advised TARC, a public listed company and one of the leading real estate developers in New Delhi and NCR, on the sale of certain of its warehousing assets, aggregating to around 36 acres, situated in Delhi, to a fund of Blackstone. Co-founding partner Saket Shukla led the firm’s team in the transaction, which was valued at Rs2.95 billion (US$39.7m).
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, acted for AEM Holdings Ltd. in its S$103.1 million placement of shares to Venezio Investments Pte. Ltd., a wholly-owned subsidiary of Temasek Holdings (Private) Limited. Partners Raymond Tong, Cynthia Goh and Cheryl Tay led the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is acting for Hong Leong Asia Investments Pte. Ltd., a wholly-owned subsidiary of Hong Leong Asia Ltd, in its S$45.9 million subscription of shares in BRC Asia Limited and its S$22.2 million acquisition of 6.16% shares in BRC Asia Limited. Partner Cynthia Goh is leading both transactions, with Partner Kala Anandarajah advising on the competition aspects.
Shook Lin & Bok LLP has advised DBS Bank Ltd. and United Overseas Bank Limited, as the joint lead managers and bookrunners, on the issue of S$250 million 1.49 per cent. notes due 2028 by Changi Airport Group (Singapore) Pte. Ltd. under its S$2 billion Multicurrency Medium Term Note Programme. Partners Marilyn See and Lian Shueh Min led the firm’s team in the transaction.
Shook Lin & Bok LLP has also advised CIMB Bank Berhad, Singapore Branch and The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch, as the joint lead managers and bookrunners, on the issue of S$200 million 3.50 per cent. notes due 2026 by OUE Treasury Pte. Ltd. under its S$3 billion Multicurrency Debt Issuance Programme, which is unconditionally and irrevocably guaranteed by OUE Limited. Partners Marilyn See and Lian Shueh Min led the firm’s team in the transaction.
WongPartnership has acted for the Singapore Medical Council (SMC) on the disciplinary inquiry against Dr Pang Ah San, and on the appeal to the Court of Three Judges, where Dr Pang was found guilty of improper conduct, bringing disrepute to the profession for sending derogatory emails attacking the integrity of SMC and its disciplinary process to numerous recipients. Partners Chang Man Phing and Alvin Lim led the firm’s team in the transaction.
WongPartnership has also acted for Go-Ventures, as lead investor, on the US$10 million Series A funding round of KitaBeli. Partner Kyle Lee led the firm’s team in the transaction, together with partner Kylie Peh.