Allen & Gledhill has acted as transaction counsel to the Monetary Authority of Singapore (MAS) on the establishment of the Government of Singapore’s medium term note programme, and the inaugural issue of S$2.4 billion (US$1.7b) fixed rate bonds due 2072 under the programme. MAS is appointed to act on behalf of the government by the Significant Infrastructure Government Loan Act 2021 of Singapore (SINGA), as an agent for issuing securities for moneys borrowed under the SINGA. Under the programme, the SINGA securities, which are in the form of bonds or notes only (such bonds or notes being defined as “SGS (Infrastructure)”) may be issued from time to time via syndication, in accordance with the SINGA and the Significant Infrastructure Government Loan Regulations 2021. The proceeds from the issuance of SINGA securities are to be applied towards financing nationally significant infrastructure projects, subject to the safeguards in the SINGA. The SGS (Infrastructure) to be issued under the programme may include “Green SGS (Infrastructure)”, the issuance proceeds of which are intended to be applied in accordance with the Singapore Green Bond Framework. The bonds are Singapore’s inaugural sovereign green bonds, and the first issuance of SGS via syndication. The bonds also extend the yield curve for SGS to its longest tenor. DBS Bank acted as the arranger of the programme. Partners Yeo Wico, Jeanne Ong, Andrew Chan and Sunit Chhabra led the firm’s team in the transaction.
Allen & Gledhill has also acted as transaction counsel to Mercatus Strategic Investment Management, as investment manager to NTUC Income Co-operative, on the sale, via sale of shares in property holding company Savu Investments, by NTUC Income Co-operative of its interest in Income@Raffles. Partners Richard Young and Shalene Jin led the firm’s team in the transaction.
AZB & Partners has advised Ivanhoe OP India on the sale of its 1.45 percent equity stake in Macrotech Developers. Partners Vaidhyanadhan Iyer, Ananya Sharma and Lionel D’Almeida led the firm’s team in the transaction, which was valued at Rs7.26b (US$91m) and was completed on August 8, 2022.
AZB & Partners has also acted as Indian counsel to Uber on the sale of its 7.78 percent equity stake in Zomato. Partners Ashwath Rau, Jasmin Karkhanis and Lionel D’Almeida led the firm’s team in the transaction, which was valued at Rs30.8 billion (US$385.6m) and was completed on August 5, 2022.
Baker McKenzie has advised Mars Australia on signing a power-purchase agreement (PPA) with Lightsource. This PPA will enable Mars to source renewable energy from Lightsource’s already operational 200MWp Wellington Solar Farm and its Welllington North Solar Farm, which has begun early stages of construction and is due to be completed in 2024. Partner Aylin Cunsolo led the firm’s team in the transaction.
Cyril Amarchand Mangaldas has advised online learning platform Harappa Learning and its founders Mr Pramath Raj Sinha and Ms Shreyasi Singh on the acquisition, via multistage transaction aggregating to approximately Rs3 billion (US$37.6m), of majority stake in Harappa by upGrad Education. As a part of the transaction, upGrad is to acquire the stake via share purchase from the founders of Harappa, and a share swap with Bodhi Tree Systems VCC, the majority shareholder of Harappa. After first closing of the transaction, Harappa will be merged into and with upGrad. Partner Ritika Rathi, supported by partners Gyanendra Kumar, Bharath Reddy, Rashmi Pradeep, SR Patnaik (taxation head) and Anirban Mohapatra, led the firm’s team in the transaction, which was signed on July 15, 2022, with the first closing expected by the end of August 2022.
JSA has advised Ford Motor and its subsidiaries on its proposed sale / transfer to Tata Passenger Electric Mobility (TPEM), a subsidiary of Tata Motors, of (a) land and building owned by Ford India situated at Sanand, Ahmedabad; (b) all assets, machinery, equipment of Ford India’s Sanand vehicle manufacturing plant; and, (c) all eligible employees of the plant. Further, Ford India would continue the operations of its existing powertrain manufacturing plant at Sanand and, for which purpose, it would lease back from TPEM the land, buildings, structures and facilities which pertain to the powertrain manufacturing plant. Additionally, TPEM has agreed to offer employment to the eligible employees of the powertrain manufacturing plant in the event of Ford India’s cessation of such operations. The completion of the transaction will be subject to the receipt of relevant approvals of the government authorities and fulfilment of customary conditions. Partner Venkatesh Raman Prasad, supported by partners Ronak Ajmera, Shivani Chugh, Bijal H Chhatrapati, Bharat Bhushan Sharma, Vaibhav Choukse (competition head), Kumarmanglam Vijay (direct tax head) and Nand Gopal Anand, led the firm’s team in the transaction, which was valued at approximately Rs7.26 billion (US$91m). Hogan Lovells International assisted with the assessment of global anti-trust filing requirements. AZB & Partners, led by partners Vaidhyanadhan Iyer, Vasudha Asher, Monika Bhonsale and Bharat Budholia, advised Tata Motors.
JSA has also advised Bharat Petroleum on the consent solicitation exercises by Bharat and its indirect wholly-owned subsidiary BPRL International Singapore (BISPL), in relation to a series of unsecured senior US$500 million notes issued by Bharat under the medium-term note programme, and two series of standalone senior US$500 million notes, as well as US$600 million notes issued by BISPL and guaranteed by Bharat under the medium-term note programme. As a result of completion of the consent solicitations, Bharat and BISPL received the approval of the bond/ noteholders to (a) make certain amendments to the terms and conditions of such series of notes, and (b) to give certain directions to the relevant trustee to vote for the purpose of approving the proposed amalgamations, viz Bharat Oman Refineries and Bharat Gas Resources, two wholly-owned subsidiaries of Bharat which are in the process of being amalgamated with Bharat. Partner Dina Wadia, supported by partner Uttara Kolhatkar, led the firm’s team in the transaction.
Khaitan & Co has advised Jindal Poly Films on the divestment of its plastics films business to its wholly-owned subsidiary, JPFL Films. Brookfield Asset Management, through an SPV incorporated by its special investments program, has acquired, via a mix of primary and secondary investment, a minority stake in JPFL Films. Senior partner Haigreve Khaitan and partners Bharat Anand and Pashupati Nath, supported by partners Pranjal Prateek, Indruj Singh Rai and Siddharth Srivastava, led the firm’s team in the transaction, which was completed on August 2, 2022. Trilegal, Wadia Ghandy & Co and Weil, Gotshal & Manges (London) advised Brookfield Asset Management.
Khaitan & Co has also advised Abu Dhabi Investment Authority (ADIA), one of the world’s largest sovereign wealth funds owned by the Government of Abu Dhabi, on its proposed investment of approximately Rs6.65 (US$83m) for acquiring a 9.99 percent stake in Aditya Birla Health Insurance (ABHI), one of India’s leading and fastest growing health insurance companies. This is ADIA’s first investment in the insurance sector in India, and this investment aims to help drive ABHI’s growth in the health insurance market in India. Partners Niren Patel and Saswat Subasit led the firm’s team in the transaction, which was announced on August 11, 2022. Cyril Amarchand Mangaldas, led by partner Indranath Bishnu, represented Aditya Birla Health Insurance.
Maples and Calder has acted as Cayman Islands counsel to Noah Holdings on its global offering of 1.1 million Class A ordinary shares and secondary listing in Hong Kong. American Depositary Shares representing the Class A ordinary shares of Noah have been listed in New York since November 2010. The offering closed on July 13, 2022 and raised approximately HK$321.2 million (US$41m). A leading high-net-worth wealth management service provider in China, Noah Holdings manages wealth for high-net-worth clients by connecting asset managers around the world to deliver asset allocation and other comprehensive client services. The company operates in numerous cities in mainland China, as well as in Hong Kong, Taiwan, New York, Silicon Valley and Singapore. Hong Kong corporate partner Richard Spooner led the firm’s team in the transaction, while Kirkland & Ellis advised on Hong Kong and US laws, and Zhong Lun Law Firm advised on Chinese law. Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel, while King & Wood Mallesons acted as Chinese counsel to the sole sponsor Goldman Sachs (Asia) and the underwriters.
Maples and Calder has also acted as Cayman Islands counsel to ClouDr Group on its IPO of 19 million shares and its listing in Hong Kong. ClouDr Group is one of the largest digital chronic condition management solution provider in China, in terms of numbers of SaaS installations in hospitals and pharmacies in China and number of online prescriptions issued through their services in 2021. The offering, which closed on July 6, 2022, raised approximately HK$579.5 million (US$74m). Partner Karen Zhang Pallaras led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom advised on Hong Kong and US laws, and Tian Yuan Law Firm advised on Chinese laws. The joint sponsors, Morgan Stanley Asia and JP Morgan Securities (Far East), and the underwriters were advised by Cleary Gottlieb Steen & Hamilton (Hong Kong) as to Hong Kong and US laws, and by Han Kun Law Offices as to Chinese laws.
Mayer Brown has advised Hong Kong-listed ESR Group, through its wholly-owned subsidiary, on the formation of a joint venture with Chinachem Group, with a total capital commitment from shareholders of up to HK$14 billion (US$1.8b), to develop a prime cold storage and logistics facility in Kwai Chung, Hong Kong. ESR is the largest real asset manager in Asia Pacific. In partnership with Chinachem, a leading property developer in Hong Kong, ESR plans to develop a seven-story facility on the site to answer the growing demand for storage space driven by the rise of e-commerce in Hong Kong. Last month, ESR won the rights to the 55,245 square-meter site through a government tender, which the firm also advised on. A club of five lenders comprising UOB, SMBC, MUFG, OCBC and CITIC Bank will provide the term loan facilities to fund the winning bid by ESR. Hong Kong real estate finance partners Peter Ho and Eugene Wong, supported by corporate and securities partner Chester Wong, led the firm’s team in the transaction. The team representing the syndicate of lenders was led by banking and securities partner Doos Choi and real estate partner Alvin Yeung.
S&R Associates has represented Retail Holdings (India), a promoter selling shareholder, on the Indian tax aspects of the Rs642.5 million (US$7.8m) sale of 22.34 percent shares of Singer India, a listed manufacturer and marketer of sewing machines and home appliances, on the BSE. Partner Sumit Bansal led the firm’s team in the transaction.
