Allen & Gledhill has advised Keppel Telecommunications & Transportation, through its wholly owned subsidiary Keppel Midgard Holdings (KMH), on the joint build agreement to jointly own and develop the Bifrost Cable System, with a subsidiary of Facebook and Telekomunikasi Indonesia International, a subsidiary of Telkom Indonesia. Spanning over 15,000 kilometres, the Bifrost Cable System (BCS) is the world’s first subsea cable system that directly connects Singapore to the west coast of North America, via Indonesia through the Java Sea and Celebes Sea, the Philippines and Guam. The BCS will be the largest capacity high-speed transmission cable across the Pacific Ocean when it is completed in 2024, and will support and accelerate the connectivity needs of the South-east Asia region. KMH has been granted a facilities-based operator licence by Singapore’s Infocomm Media Development Authority to provide telecommunications services, in connection with the BCS, which is also the first subsea cable project undertaken by the Keppel group, and marks the start of Keppel T&T’s subsea cable business. Partners Tan Wee Meng and Yeo Boon Kiat led the firm’s team in the transaction.

Allen & Gledhill has advised Singapore Telecommunications (Singtel) and Singtel Group Treasury on the issue of S$1 billion (US$755m) 3.3 percent subordinated perpetual securities by Singtel Group Treasury, under its S$10 billion (US$7.55b) guaranteed euro medium term note programme. The securities are guaranteed by Singtel. The issue is the largest digital bond issuance on Marketnode’s digital asset issuance, depository and servicing platform to date. The issuance is also the first transaction since Marketnode was announced as a joint venture in January 2021, and is the seventh issuance on its platform since August 2020, when the Singapore Exchange completed the first public syndicated digital bond in Asia. Partners Yeo Wico, Bernie Lee and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel for Manulife US Real Estate Management, as manager of Manulife US Real Estate Investment Trust, and DBS Trustee, as trustee of Manulife US REIT, on the US$250 million unsecured five-year sustainability-linked loan facility from DBS Bank and Oversea-Chinese Banking Corporation. The facility will be used for general corporate and working capital purposes, including the refinancing of the existing loan facilities, in connection with Manulife US REIT’s green buildings. Managing partner Jerry Koh and partner Jonathan Lee led the firm’s team in the transaction.

Allen & Gledhill has also advised Mapletree Industrial Trust (MIT), Mapletree Industrial Trust Management (as manager of MIT), and DBS Trustee (as trustee of MIT) on the issue of S$300 million (US$226m) 3.15 percent fixed rate perpetual securities under the S$2 billion (US$1.5b) euro medium term securities programme by DBS Trustee. Partner Glenn Foo led the firm’s team in the transaction.

Ashurst has advised Hong Kong-listed Mobvista on the placing of approximately 72.5 million existing shares sold by the controlling shareholder at HK$5.90 (US$0.76) per placing share, and a HK$425.9 million (US$54.8m) top-up subscription by the controlling shareholder of approximately 72.5 million new shares. The shares were successfully placed to existing shareholder GIC, Singapore’s sovereign wealth fund with approximately US$488 billion assets under management. It is a significant strategic investment from GIC, which demonstrate the strong growth potential in Mobvista, a leading technology platform primarily engaged in mobile marketing, data analytics, creative automation, monetization and elastic cloud cost optimization. The firm has also advised on Mobvista’s HK$1.28 billion (US$164.8m) listing in Hong Kong in 2018, and the issuance of US$30 million convertible bonds earlier this year. Partner Frank Bi, supported by partner Li Jiang, led the firm’s team in the transaction.

Assegaf Hamzah & Partners, a member firm of Rajah & Tann Asia, has advised leading Indonesia-based retail company Aeon Mall Indonesia on its asset acquisition of AEON Mall Sentul City worth Rp1.9 trillion (US$131.6m). Connected with a luxury apartment and office building, AEON Mall Sentul City is one of the highest-valued property investment in Bogor, West Java. Partner Yogi Sudrajat led the firm’s team in the transaction, which was signed on April 15, 2021.

Assegaf Hamzah & Partners, a member firm of Rajah & Tann Asia, has advised state mining holding company Indonesia Asahan Aluminium on the upgrading of pot technology for the 1 pot-line at Inalum’s reduction plant in Kuala Tanjung, North Sumatra. The upgrade aims to increase the production capacity of Inalum’s smelter plant. Waskita Karya and Unefeco formed a consortium with Chinese company Shenyang Aluminium and Magnesium Engineering and Research Institute, together with its representative office in Indonesia, to carry out the construction of the project. Partner Ibrahim Assegaf led the firm’s team in the transaction. The firm also represented AEON Mall Indonesia, as one of the creditors, on the suspension of debt payment obligation of Sentul City. The firm assisted AEON in submitting its approximately Rp823 billion (US$58m) claim, which was recognised by the management, against Sentul. The firm also assisted in the negotiation and drafting of the composition plan, which was approved on March 15, 2021. Partners Ibrahim Assegaf and Eri Hertiawan led the firm’s team in the transaction.

AZB & Partners has advised Montblanc Services and RLG Europe on RLG’s acquisition from Titan of 49 percent equity stake of Montblanc India Retail. Partners Darshika Kothari and Divya Mundra led the firm’s team in the transaction, which was completed on March 12, 2021.

AZB & Partners has also advised Kohlberg Kravis Roberts & Co on its Rs17 billion (US$232m) acquisition, along with others, of equity stake in Five Star Business Finance. Partner Rinki Ganguli led the firm’s team in the transaction, which was signed on February 25, 2021 and was completed on April 26, 2021.

AZB & Partners has also advised Route One Investment, as investment manager to Route One Fund I, Route One Fund II and Route One Offshore Master Fund, on the Rs9.1 billion (US$123m) acquisition, in the Series C funding round, by Route One Fund I, Route One Fund II and Route One Offshore Master Fund, together with TPG Growth (Medella Holdings), Mankekar Family and Think Investments (Think India Opportunities Master Fund and TIMF Holdings), of equity stake in Stelis Biopharma. Partner Roxanne Anderson led the firm’s team in the transaction, which was completed on April 7, 2021.

AZB & Partners is advising Model Economic Township, a wholly-owned subsidiary of Reliance Industries, on the sale of significant stake in Dadri Toe Warehousing to ILP III Ventures XXIX Singapore, an affiliate of Indospace. Partners Hardeep Sachdeva, Abhyudai Singh and Abhinav Ashwin are leading the firm’s team in the transaction, which is yet to be completed.

Baker McKenzie has acted as English law counsel to the joint lead managers on the issuance of US$260 million 3.1 percent guaranteed bonds due 2026 by AVIC Automotive Systems Holdings. China International Capital Corporation, China Securities International, Shanghai Pudong Development Bank Hong Kong Branch and Guosen Securities (HK) were the joint global coordinators and, together with China Construction Bank (Asia), BOCOM International, Guotai Junan International, Haitong International, CEB International, China Minsheng Banking Corporation Hong Kong branch and CMBC Capital, were the joint lead managers and joint book-runners for the transaction. AVIC Automotive Systems mainly focuses on auto parts manufacturing. The company has developed six main business segments: steering systems, sealing products, aviation products, thermal management systems, automotive electrical appliances and automotive body structures. Beijing partner Hang Wang and Baker McKenzie FenXun Joint Operation’s (Beijing) Bing Han, supported by local principal Xavier Amadei of Baker McKenzie.Wong & Leow (Singapore), led the firm’s team in the transaction.

Baker McKenzie Wong & Leow has advised MUFG Bank and Rabobank, as the mandated lead arrangers and book-runners, on a five-year US$750 million sustainability-linked financing to UPL Corporation (UPL), the overseas subsidiary of UPL, India’s largest agrochemical company. The facility, which is the first sustainability-linked loan in India, was for an original loan of US$500 million, and was subsequently upsized to US$750 million, as it was over-subscribed. This first-of-its-kind, landmark transaction by an Indian borrower targeted investors and credit providers who are increasingly focused on meeting ESG objectives. Under the facility, UPL has selected specific sustainability targets that are aligned with its sustainability ambitions in reducing its environmental footprint, centred on improvements in greenhouse gas emissions, water consumption and waste disposal. The financing will also set the pace towards incentivising borrowers to achieve its sustainability commitments, and to support environmentally and socially sustainable economic activity and growth. Finance and projects principal Kah Chin Chu led the firm’s team in the transaction, which was completed on in March 2021.

Clifford Chance has advised Chinese state-owned mining company Wanbao Mining on its partnership with Morocco-based Managem, an international diversified mining company, to develop a large-scale gold mining project in Sudan, one of the largest gold producers in Africa. The partnership will help expand the annual gold production capacity of the Gabgaba project from approximately 60,000 to 200,000 ounces, and the strategic development of new projects, which will eventually be owned on a 50/50 basis between Wanbao Mining and Managem. The partnership was formed through Wanbao Mining’s acquisition of a 35 percent stake from Managem in two entities, which hold separate mining licenses for blocks within the mine. Concurrently, Wanbao Mining will sell to Managem a 35 percent stake in an entity holding mining licenses to other blocks. China co-managing partner Terence Foo (Beijing), supported by Sydney partner Nadia Kalic, led the firm’s team in the transaction.

Davis Polk has advised Onion Global on its SEC-registered IPO of approximately 9.31 million American depositary shares. Each ten ADSs represents one Onion Global Class A ordinary share. The ADSs are listed in New York. Onion Global has granted the underwriters an option to purchase up to an additional approximately 1.4 million ADSs. The total gross proceeds of the offering is US$67.5 million, assuming the underwriters do not exercise their option to purchase any over-allotment ADSs. Onion Global is a next-generation lifestyle brand platform that incubates, markets and distributes the world’s fresh, fashionable and future brands to young people in China and across Asia. Corporate partners Li He and James Lin led the firm’s team in the transaction.

Davis Polk has advised Zai Lab on its offering of approximately 5.5 million American depositary shares, each representing one ordinary share of the company, and the concurrent offering of 224,000 ordinary shares. The gross proceeds from the ADSs offering and the ordinary shares offering amounted to approximately US$857.5 million. Hong Kong-listed Zai Lab is an innovative, research-based, commercial stage biopharmaceutical company, with a substantial presence in both Greater China and the US. Corporate partners James Lin and Yang Chu led the firm’s team in the transaction.

Davis Polk has also advised the representatives of the underwriters on Waterdrop’s IPO of 30 million American depositary shares, for total proceeds of US$360 million. The ADSs are listed in New York. Waterdrop has granted the underwriters an option to purchase up to an additional 4.5 million ADSs. Waterdrop is a leading technology platform dedicated to insurance and healthcare service with a positive social impact. It is the largest independent third-party insurance platform in China, in terms of life and health insurance gross written premiums distributed in 2020. Through its medical crowdfunding, mutual aid platforms and insurance marketplace, Waterdrop has built a massive social network of protection and support for people. Corporate partners Li He and James Lin also led the firm’s team in the transaction.

HHP Law Firm has acted as lead counsel for Astra Digital Internasional on its investment into Polinasi Iddea Investama, the holding company behind the Indonesian digital healthcare platform Halodoc. Astra led this financing round, which is the third major funding round for Halodoc since its inception in 2016, which raised approximately US$77.7 million, and included new investors, such as Temasek, Telkomsel’s TMI, Novo Holdings, Acrew Diversify Capital Fund and Bangkok Bank. UOB Venture Management, Singtel Innov8, Blibli Group, Allianz X, Openspace Ventures and other existing investors also participated in this round. The subscription agreement was signed on April 20, 2021. This financing round will be used to increase Halodoc’s penetration in key healthcare verticals across Indonesia, with the aim to improve patient experiences with technology-based solutions for the country’s most pressing healthcare problems. Partner Mita Djajadiredja led the firm’s team in the transaction.

J Sagar Associates is advising Info Edge (India) (Naukri.com), as selling shareholder, on the proposed IPO of Zomato. Zomato filed the Draft Red Herring Prospectus on April 27, 2021, and intends to raise up toRs75 billion (US$1b), via a fresh issue in the IPO, while Info Edge could raise up to Rs7.5 billion (US$101.5m) in an offer for sale of its shares in Zomato. Zomato would be one of India’s first big consumer internet startup-turned-unicorn to be listed. Partner Rohitashwa Prasad led the firm’s team in the transaction.

Khaitan & Co has acted as sole counsel to Ravindra Energy on its preferential allotment of unrated unlisted compulsorily convertible debentures to one of its promoters and other related party. Executive director Sudhir Bassi led the firm’s team in the transaction, which was valued at Rs547.5 million (US$7.4m) and was completed on March 31, 2021.

Khaitan & Co has also advised Shapoorji Pallonji group company Sterling & Wilson on the joint venture with Enel X to promote the adoption of electric vehicle charging infrastructure in the Indian subcontinent. The joint venture entity will undertake local manufacturing, and operations and maintenance services of the electric vehicle charging infrastructure. Sterling and Wilson Solar is the world’s largest solar EPC solutions provider in 2018, based on annual installations of utility-scale photovoltaic systems of more than five mega-watt peak. Enel X is the Enel Group’s advanced energy solutions business line. Partner Surbhi Kejriwal, supported by partners Nishad Nadkarni, Shailendra Bhandare and Anisha Chand, led the firm’s team in the transaction. J Sagar Associates also advised on the deal.

Kudun and Partners has represented Thailand-listed Assetwise, a holding company that has over 15 subsidiary operating core business companies that operate in property development for sale, including condominium, single house, townhome and home office, on its business restructuring and IPO of its shares and the listing of its shares in Thailand, with a trading value of Bt1.28 billion (US$41m). Partner Kom Vachiravarakarn led the firm’s team in the transaction.

Kudun and Partners has also represented Prosper Engineering, a provider of engineering systems, design services, contractors, engineering consulting and system maintenance services, on its domestic IPO on Thailand’s Market for Alternative Investment, with an approximate total paid up capital of Bt270 million (US$8.6m). Due to COVID-19, this is the first time in history that the IPO is held exclusively online, and has offered a 100 percent return to investors from the IPO price. Partner Kom Vachiravarakarn also 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 counsel to Baidu on its global offering of 95 million Class A ordinary shares and the secondary listing in Hong Kong. Baidu was founded as a search engine platform, which has developed into a leading artificial intelligence company. The offering, which raised approximately HK$23 billion (US$3b), closed on March 23, 2021. Partners Matt Roberts and Derrick Kan, led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom advised on Hong Kong and US laws, and King & Wood Mallesons advised on Chinese law. The joint sponsors Merrill Lynch, CLSA Capital Markets and Goldman Sachs, and the underwriters were advised by Davis Polk & Wardwell as to Hong Kong and US laws, and by Haiwen & Partner as to Chinese law.

Maples and Calder, the Maples Group’s law firm in Hong Kong, has also acted as Cayman Islands counsel to Autohome on its global offering of approximately 30.3 million ordinary shares and secondary listing in Hong Kong. Listed in New York since December 2013, Autohome is the leading online destination for automobile consumers in China, ranking first among automotive service platforms, in terms of mobile daily active users, as of December 31, 2020. The offering, which closed on March 15, 2021, raised approximately HK$3.56 billion (US$458m). Partner Zaren Zhang Pallaras led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and affiliates acted as Hong Kong and US counsels, and Han Kun Law Office Shanghai acted as Chinese counsel. Simpson Thacher & Bartlett acted as Hong Kong and US counsels, while Commerce & Finance Law Offices acted as Chinese counsel to the joint sponsors China International Capital Corporation Hong Kong Securities, Goldman Sachs (Asia), Credit Suisse (Hong Kong) and the underwriters.

Maples and Calder, the Maples Group’s law firm in Hong Kong, has acted as Cayman Islands counsel to Hope Education Group on its placing and top-up subscription of 680 million shares, which raised approximately HK$1.9 billion (US$244.6m), and the issue of US$350 million zero coupon convertible bonds due 2026 by Tequ Mayflower, Hope Education’s wholly-owned subsidiary. The bonds are convertible into shares of, and guaranteed by, Hope Education.  Partner Derrick Kan led the firm’s team in the transaction, while Simpson Thacher & Bartlett advised as to Hong Kong law, and Tian Yuan Law Firm advised as to Chinese law. Credit Suisse, the manager of the offering, was advised by Latham & Watkins as to English law, and by Jingtian & Gongcheng as to Chinese law.

Maples and Calder, the Maples Group’s law firm in Hong Kong, has also acted as Cayman Islands counsel to SciClone Pharmaceuticals (Holdings) on its IPO of approximately 116 million shares and listing in Hong Kong. SciClone Pharmaceuticals is a biopharmaceutical company with an integrated platform for product development and commercialization, which focuses on some of the largest and fast-growing therapeutic areas with significant unmet medical needs in China. The offering, which closed on March 3, 2021, raised approximately HK$2.09 billion (US$269m). Partner Juno Huang led the firm’s team in the transaction, while Clifford Chance advised as to Hong Kong and US laws, and Tian Yuan Law Firm advised as to Chinese laws. The joint sponsors, composed of Morgan Stanley Asia, China International Capital Corporation Hong Kong Securities and Credit Suisse (Hong Kong), and the underwriters were represented by Paul Hastings as to Hong Kong and US laws, and by JunHe as to Chinese laws.

Paul Hastings has represented JP Morgan, Mirae Asset, Credit Suisse and Korean Investment & Securities, as the underwriters, on the US$2 billion global offering and listing of SK ie technology in Korea. A subsidiary of SK Innovation, SK ie technology is a leading South Korean manufacturer of lithium-ion battery separators and flexible cover windows. Seoul corporate partner Iksoo Kim led the firm’s team in the transaction, which marked the largest IPO in South Korea since 2017.

Paul Hastings has also advised I.T on the proposal by Brooklyn Investment for I.T’s privatization, via scheme of arrangement under section 99 of the Companies Act of Bermuda, and the withdrawal of listing of I.T shares in Hong Kong. The total amount of cash required to implement the privatization proposal is approximately HK$1.3 billion (US$167m). The scheme took effect on April 28, 2021 (Bermuda time), while the listing of I.T shares in Hong Kong was withdrawn on April 30, 2021 (Hong Kong time). Incorporated in Bermuda, I.T has been listed in Hong Kong since March 2005. It designs, sources and sells fashion wear and accessories. Brooklyn Investment is a special purpose vehicle held by a consortium formed between the founders of I.T and CVC, a leading private equity and investment advisory firm with commitments of more than US$120 billion from some of the world’s leading institutional investors across its private equity strategies. Global partner and chair of Greater China Raymond Li led the firm’s team in the transaction.

Paul Hastings has advised Hong Kong-listed China ZhongDi Dairy Holdings on the mandatory conditional cash offer by CLSA, for and on behalf of Wholesome Harvest, to acquire all the issued shares of China ZhongDi. The maximum amount payable by Wholesome Harvest to implement the offer would be approximately HK$1.66 billion (US$213.7m). Subject to the completion of compulsory acquisition, China ZhongDi will be privatized and will apply for the withdrawal of listing in Hong Kong. China ZhongDi is principally engaged raising and breeding dairy cows, producing and selling premium raw milk, importing and selling dairy cows of quality breeds and breeding stock, and import trading business in cows, alfalfa hay and other animal husbandry-related products. Earlier in 2015, the firm also advised China ZhongDi on its global offering and listing in Hong Kong. Wholesome Harvest is a subsidiary of leading Chinese dairy company Inner Mongolia Yili Industrial Group. Global partner and chair of Greater China Raymond Li and corporate partner Chaobo Fan led the firm’s team in the transaction.

Paul Hastings has also advised subsidiaries of Hon Hai Technology Group (Foxconn) on their disposition of 50 percent Class A stake in Cybertan Technology to an affiliate of SCPG Holdings, and Foxconn’s formation of a joint venture with SCPG, for a development project in Hua Cao Town, Minhang District, Shanghai, which is planned for the building of a large-scale, high-quality shopping mall. Headquartered in Taiwan, Foxconn is one of the leading electronics manufacturers and technological solution providers focused on consumer products, enterprise products, computing products and components and others. An affiliate of China Vanke, SCPG Holdings is a leading shopping mall owner, developer and operator in China. Earlier in 2018, the firm also advised on its formation of an offshore consortium with China Vanke and Triwater Asset Management for the Rmb8.4 billion (US$1.3b) acquisition of a large-scale China real estate portfolio from CapitaLand Malls Asia. New York corporate partner Mike Huang and Hong Kong real estate partner Paul Guan led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for Tan Hwa Luck and ten others on the sale of the entire issued and paid-up share capital of Mount Pleasant Veterinary Group to Mars Veterinary Health. Partner Terence Quek led the firm’s team in the transaction.

Simmons & Simmons has advised Credit Guarantee and Investment Facility (CGIF), a multilateral facility established by the governments of China, Japan, Korea and ASEAN members, as well as the Asian Development Bank, on the issuance of a three-year Rmb1 billion (US$154.5m) green dim sum bonds listed in Singapore. CGIF acted as the guarantor in the issuance of Rmb1 billion (US$154.5m) senior unsecured guaranteed green bonds due 2024 by Hanwha Solutions, one of South Korea’s largest renewable energy service providers, and a subsidiary of the multinational conglomerate Hanwha Group. This is the first green bonds and the first dim sum bonds guaranteed by CGIF, and the guarantee obligations are shared by CGIF and the Export-Import Bank of Korea. The “green” certification and ESG components of the issuance were provided by Sustainalytics, the global ESG research and rating provider, and the green bonds have an “AA” rating from S&P. Standard Chartered Bank was the sole lead manager and sole book-runner for the green bonds. Partner Jay Lee led the firm’s team in the transaction.

WongPartnership has acted for a global investment firm as lead investor on the US$10 million seed funding round of Next Gen. Partners Kyle Lee and Kylie Peh led the firm’s team in the transaction.

WongPartnership has also acted for private trustees in bankruptcy on successfully obtaining an order for the forced sale of a co-owned private landed property, under section 18(2) of the Supreme Court of Judicature Act. Partners Chang Man Phing and Alvin Lim led the firm’s team in the transaction.

WongPartnership has acted for Yau Kwok Seng, CAG Singapore and CAGOM Singapore on a complex cross-border investment dispute involving Canadian crude oil investments and more than S$90 million (US$68m) in fraud claims by over 1,000 investors. Partners Melanie Ho and Alvin Lim led the firm’s team in the transaction.

WongPartnership has also acted for businessman Mr Xu Zhigang on the financial and asset claims against Ms Wang Fang. Deputy chairman Tan Chee Meng and partners Jenny Tsin and Ho Wei Jie led the firm’s team in the transaction.

 

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In-House Community Magazine – May-June 2021 (e-edition) including Projects & Energy Report 2021
The interactive edition of the June 2021 issue of In-House Community eMagazine is now live. Including Energy & Projects Report 2021, Philippine and off-shore jurisdiction updates, and articles exploring IP in NFT's, Singapore's cybersecurity laws, global tax reform and more.