Allen & Gledhill has advised Singapore Airlines (SIA) on the renounceable rights issue of mandatory convertible bonds to raise approximately S$6.2 billion (US$4.7b). Proceeds will be used to fund capital and operational expenditure requirements. DBS Bank was appointed sole lead manager for the rights issue. A separate team from the firm advised DBS Bank on the rights issue, which at the time of its launch, was Singapore’s largest rights issue in 2021. Partners Leonard Ching, Lim Mei, Hilary Low, Magdalene Leong and Sunit Chhabra led the firm’s team which advised SIA, while partners Tan Tze Gay and Wu Zhaoqi led the team which advised DBS Bank.
Allen & Gledhill has also advised Mapletree North Asia Commercial Trust Management, as manager of Mapletree North Asia Commercial Trust (MNACT), on the issue of S$250 million (US$189m) perpetual securities by DBS Trustee, as trustee of MNACT, under the US$1.5 billion euro medium term securities programme by MNACT. Partner Glenn Foo led the firm’s team in the transaction.
Allen & Gledhill has advised the Housing and Development Board on the issue of S$900 million (US$681m) fixed rate notes due 2031, under its S$32 billion (US$24.2b) multicurrency medium term note programme. Partners Margaret Chin, Fabian Tan and Sunit Chhabra led the firm’s team in the transaction.
Allen & Gledhill has also advised Clifford Capital Holdings on the establishment of a US$500 million euro-commercial paper programme by Bayfront Infrastructure Management, under which Bayfront may issue notes. The Government of Singapore is the guarantor for the programme. Partners Yeo Wico, Jeanne Ong and Sunit Chhabra led the firm’s team in the transaction.
Ashurst has acted for the founder of Kokido Development, a leading pool and spa maintenance solutions provider, on the sale of Kokido to a European strategic investor. Established in 1991, Kokido is a leading global designer and supplier of robotic pool cleaners, electric pool cleaners and other pool equipment and accessories. The acquirer is one of Europe’s leading water technology companies. It provides clients with innovative, economic and ecological water treatment and technologies that ensure the highest standards of safety, hygiene and health. Partner Chin Yeoh, supported by partner Michael Sheng, led the firm’s team in the transaction.
AZB & Partners has advised International Finance Corporation (IFC) on the issuance by Indospace Luhari 3E of Rs1.05 billion (US$14.4m) secured, unlisted non-convertible debentures to IFC, to fund the construction and development of the industrial and logistics park facility in Jhajjar, Haryana, India. The issuance is part of an overall limit of Rs5.5 billion (US$75.5m) committed by IFC to be provided to various SPVs of the Indospace group. Partners Gautam Saha, Pallavi Meena and Nikhil Bahl led the firm’s team in the transaction, which was completed on May 11, 2021.
AZB & Partners has also advised International Finance Corporation (IFC) on the issuance by Parag Milk Foods of Rs1.5 billion (US$20.6m) secured, unlisted non-convertible debentures to IFC, to meet Parag Milk Foods’ future expansion plans and working capital requirements. Partners Gautam Saha, Pallavi Meena and Nikhil Bahl also led the firm’s team in the transaction, which was completed on May 18, 2021.
Baker McKenzie has advised Gaw Capital Partners on the structuring, formation and successful closing of its first commingled growth equity fund, Gaw Growth Equity Fund I, which raised more than US$430 million, including co-investments closed as of June 4, 2021. Gaw Growth Equity Fund I focuses on investing in proptech and real estate-related operating companies that are high growth and highly scalable, with a primary geographical focus on Pan-Asia. Global funds group co-chair partner Jason Ng, supported by Hong Kong partner Grace Fung and Chicago partners Patricia McDonald, Addison Braendel and Maura Ann McBreen, led the firm’s team in the transaction.
Bird & Bird ATMD has acted for Singapore-listed JEP Holdings on the mandatory unconditional cash offer of approximately S$38 million (US$28.7m) made by UMS Holdings for its shares, pursuant to the Singapore Code on Take-overs and Mergers. This follows a S$10.8 million (US$8.16m) acquisition of shares in JEP Holdings. The deal values JEP Holdings at approximately S$82.4 million (US$62.3m). Partner Marcus Chow led the firm’s team in the transaction.
Clifford Chance has advised HSBC on the financing for TATA SIA Airlines’ first Airbus A320neo aircraft. The financing of the aircraft allows TATA SIA Airlines, known by the brand name Vistara, to further grow its modern fleet. Vistara is a joint venture between TATA & Sons and Singapore Airlines. Singapore partner Fergus Evans, supported by New York partner Emily Wicker, led the firm’s team in the transaction.
Clifford Chance has acted as lead counsel to Japanese private equity firm Advantage Partners on the financing and major investment in Philippine-based information and communications technology solutions provider Micro-D International. The multijurisdictional transaction is Advantage Partners’ first investment in the Philippines. M&A partner Bryan Koo, supported by finance partner Matthew Truman, led the firm’s team in the transaction.
Clifford Chance has also advised global private equity and investment advisory firm CVC Capital Partners and Brooklyn Investment, an offer vehicle jointly controlled by CVC and founders of Hong Kong-listed fashion retailer IT, on IT’s privatization, via scheme of arrangement. The privatisation took effect on April 28, 2021. The transaction also involves a restructuring to create a standalone business, incorporating A Bathing Ape, AAPE by A Bathing Ape brands and associated sub-brands owned by the offeror group. The founders of IT will separately own and operate the other operations of IT. Incorporated in Bermuda and listed in Hong Kong since March 2005, IT designs, sources and sells fashion wears and accessories bearing third-party owned international designer brands, such as Off-White, Acne Studios and Comme des Garçons, as well as in-house brands, such as CHOCOOLATE and Izzue. Head of Asia Pacific private equity partner Andrew Crook, supported by partners Michihiro Nishi, Matthew Truman, Richard Blewett and Yong Bai, led the firm’s team in the transaction.
Davis Polk has advised the initial purchasers on CIFI Holdings’ (Group) Regulation S offering of US$350 million 4.45 percent senior notes due 2026 and US$150 million 4.8 percent senior notes due 2028. Concurrently with the notes offering, the firm advised the dealer manager on a cash tender offer by CIFI Holdings for any and all of its outstanding 7.625 percent senior notes due 2023. Established in 2000 and headquartered in Shanghai, CIFI Holdings engages in property development, investment and management in China. Hong Kong partner Gerhard Radtke led the firm’s team in the transaction.
Davis Polk has also advised Wealthy Vision Holdings on its US$300 million debut Regulation S offering of 3.3 percent guaranteed bonds due 2024. The bonds are unconditionally and irrevocably guaranteed by Jiangsu Shagang Group. With over 40 years of experience, Jiangsu Shagang is an established iron and steel conglomerate specialising in producing iron and steel and selling diversified steel products. Hong Kong partner Gerhard Radtke also led the firm’s team in the transaction.
Indochine Counsel has advised Truong Hai Auto (Thaco Group) on the acquisition of a 100 percent stake in E-mart Vietnam from E-mart, South Korea’s largest retailer. As part of the deal, the parties have also entered into a franchise arrangement, whereby E-mart will no longer operate its brand discount stores in Vietnam, but all stores will be operated by Thaco using the E-mart brand. E-mart entered the Vietnamese market in December 2015, and opened its first and only hypermarket store in Go Vap District, Ho Chi Minh City. The retailer failed to realise its expansion plans, due to challenges in securing licenses and development sites. Thaco Group is one of the leading car manufacturers in Vietnam and the fourth-largest firm in the country. The group also owns a number of business sites and shopping malls. Thru the strategic alliance, Thaco Group plans to open three discount stores in Vietnam next year, and a total of eleven by 2026. Managing partner Dang The Duc led the firm’s team in the transaction.
Indochine Counsel has also acted for EQuest Education Group on the investment made by KKR, through KKR Global Impact Fund, as announced by KKR on May 31, 2021. EQuest operates a diversified portfolio across the educational sector in Vietnam, focusing on K-12 bilingual schools, tertiary and vocational institutions, English enrichment courses, and digital learning solutions. EQuest has more than 110,000 students enrolled across its segments each year, positioning the company as one of the largest private educational services providers in Vietnam. KKR is a leading global investment firm, with US$367 billion of assets under management as of March 31, 2021. The investment will be used to support EQuest’s expansion and advance its mission to provide students in Vietnam with affordable access to world-class education. Managing partner Dang The Duc also led the firm’s team in the transaction.
J Sagar Associates has advised US fund Fidelity Management & Research, as leading investor with approximately US$125 million investment, on Delhivery’s approximately US$275 million fund raise. The other investors that participated included Singapore’s Sovereign wealth fund GIC, Chimera Investments, and Pacific Horizon Investment Trust, which is managed by Baillie Gifford & Co. Delhivery is a leading supply chain services company in India. Partner Lalit Kumar, supported by partners Bharati Joshi and Vaibhav Choukse, led the firm’s team in the transaction.
L&L Partners has advised L Catterton, the world’s largest global consumer-focused private equity firm, on its approximately US$25 million investment in Zenyum, one of Asia’s fastest-growing direct-to-consumer dental products brands. The present investment was via primary issuance of preference shares, as part of the Series B funding round undertaken by Zenyum. Existing investors, including Sequoia Capital, RTP Global, SEEDS Capital, Febe Ventures, Partech, Tekton and TNB, also participated in this round, amounting to a total investment of approximately US$40 million. Partner Navin Syiem led the firm’s team in the transaction.
Maples and Calder, the Maples Group’s law firm in Hong Kong, has acted as Cayman Islands and BVI counsel to Yuanta Securities, as underwriter, on Sports Gear’s IPO of approximately 174.3 million shares and listing in Taiwan. Sports Gear is an athletic footwear OEM for major international brand name companies, with its main market located in Europe and America. Partner Juno Huang led the firm’s team in the transaction, which closed on April 22, 2021, while Lee and Li advised as to Taiwan law. Sports Gear was advised by Justus Law Offices as to Taiwan law.
Maples and Calder, the Maples Group’s law firm in Hong Kong, has also acted as Cayman Islands counsel to First High-School Education Group on its IPO of 7.5 million American depositary shares, representing its class A ordinary shares, and its listing on the Nasdaq. The issuer is the largest operator of private high schools in Western China, and the third largest operator in China, in terms of student enrollment as of December 31, 2019. The offering, which closed on March 15, 2021, raised approximately US$75 million. Partners Derrick Kan and Karen Zhang Pallaras led the firm’s team in the transaction, while Wilson Sonsini Goodrich & Rosati acted as US counsel. Kirkland & Ellis International acted as US counsel for the underwriters.
Maples and Calder, the Maples Group’s law firm in Hong Kong, has also acted as Cayman Islands counsel to CK Hutchison International (21) on its issuance of US$2 billion notes, consisting of US$500 million 1.5 percent guaranteed notes due 2026, US$850 million 2.5 percent guaranteed notes due 2031, and US$650 million 3.125 percent guaranteed notes due 2041. The notes are guaranteed by CK Hutchison Holdings and listed in Singapore. Partner Everton Robertson led the firm’s team in the transaction, while Shearman & Sterling acted as US counsel to the issuer and guarantor CK Hutchison Holdings. Allen & Overy acted as US counsel to Merrill Lynch (Asia Pacific), Citigroup Global Markets, Deutsche Bank Hong Kong Branch, Goldman Sachs (Asia), DBS Bank, Scotia Capital (USA) and SMBC Nikko Capital Markets, as the initial purchasers.
Maples and Calder, the Maples Group’s law firm in Hong Kong, has acted as Cayman Islands counsel to Jowell Global on its IPO of approximately 3.7 million ordinary shares and its listing on the Nasdaq. Jowell Global is one of the leading cosmetics, health and nutritional supplements and household products e-commerce platform in China. The offering, which closed on March 19, 2021, raised approximately US$26 million. Partner Everton Robertson led the firm’s team in the transaction, while FisherBroyles acted as US counsel. Hunter Taubman Fischer & Li acted as US counsel to Network 1 Financial Securities, as the underwriter.
Paul Hastings has advised Hong Kong-listed WH Group on its conditional voluntary cash offer to buy-back for cancellation. Morgan Stanley and BofA Securities acted as the financial advisors. WH Group will buy-back for cancellation up to approximately 1.9 billion shares at HK$7.80 (US$1.00) per share, representing approximately 13 percent of its total issued share capital, for approximately HK$15 billion (US$1.93b). The offer is subject to, among others, approvals by the independent shareholders and grant of whitewash waiver by the Securities and Futures Commission. The deal marks one of the largest share buy-back transactions in Hong Kong capital markets history. WH Group is the world’s largest pork company, with global leadership across key segments of the industry value chain, including packaged meats, fresh pork and hog production. Global partner and chair of Greater China practice Raymond Li and corporate partner Fang Pei led the firm’s team in the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is acting for OUE on the voluntary tender offer with Auric Bespoke I to acquire up to 40 percent of the total issued and fully paid-up shares in the capital of Indonesia-listed Matahari Department Store. The transaction values Matahari at approximately S$367 million (US$277.3m). Partners Sandy Foo and Goh Jun Yi are leading the firm’s team in the transaction.
R&T Asia (Thailand), a member firm of Rajah & Tann Asia, has acted for Don Muang Tollway (DMT), the operator of an elevated tollway in Thailand, on its IPO of 140 million newly issued shares, representing 11.85 percent of DMT’s total issued shares after the IPO. The IPO period lasted from April 26-28, 2021, and the first trading day was on May 7, 2021. The market capitalization at the IPO is β18.9 billion (US$606m). Partners Surasak Vajasit and Chotiwit Ngamsuwan led the firm’s team in the transaction, while partner Piroon Saengpakdee represented the underwriters, led by Finansa Securities.
Simmons & Simmons has advised Samsung Asset Management (Hong Kong) on the launch of the Samsung NYSE FANG+ ETF, the first ever FANG+ ETF in Hong Kong. It was listed in Hong Kong on May 25, 2021, and currently comprises of ten leading US-listed technology and tech-enabled companies. This is the latest sub-fund of the Samsung ETFs Trust, an umbrella unit trust that was set up by the firm in January 2015. The objective of the sub-fund is to provide investment results that, before fees and expenses, closely correspond to the performance of the NYSE® FANG+™ Index. The Index is an equally weighted index designed to track the performance of highly-traded growth stocks of technology and tech-enabled companies, media and communications and consumer discretionary sectors, such as Facebook, Apple, Amazon, Netflix and Alphabet’s Google, among others. Partner Eva Chan led the firm’s team in the transaction.
S&R Associates has represented listed Indian real estate developer Ashiana Housing on its issuance of Rs970 million (US$13.3m) unsecured non-convertible debentures to International Finance Corporation, as part of co-investments in affordable and middle income residential projects in Gurugram. Partner Mohit Gogia led the firm’s team in the transaction.
