Allen & Gledhill has advised DBS Group Holdings on the issue of its S$15 million (US$11m) 0.60 percent digital notes due 2021 on the DBS Digital Exchange. The digital notes, which are debt securities issued on the blockchain managed and operated by the DBS Group on the DBS Digital Exchange, is the first security token offering by the DBS Group and listed on the DBS Digital Exchange, and represents a new way of unlocking value for issuers and investors by allowing them to better diversify their debt instruments. It paves the way for other issuers and clients to utilise the infrastructure of DBS Digital Exchange to efficiently access capital markets for their funding needs, and establishes a precedent for further security token offering issuances and listing. Partners Margaret Chin, Fabian Tan, Jeanne Ong, Adrian Ang, Alexander Yap, Andrew Chan and Sunit Chhabra led the firm’s team in the transaction.
Allen & Gledhill has also acted as transaction counsel to Bangkok Bank, acting through its Singapore Branch, on the S$250 million (US$186m) term loan facility to TCC Assets to finance the purchase of shares, pursuant to a rights issue exercise. Partner Kok Chee Wai led the firm’s team in the transaction.
Ashurst has advised Pieroth Wein, a German winemaker and distributor, on the disposal of its Japanese subsidiary Pieroth Japan. Together with its subsidiaries, Pieroth is one of the world’s leading companies for the sale of exclusive wines, sparkling wines, champagnes and spirits to end consumers globally. Pieroth Japan was established in 1969, and it was the first foreign wine import company in Japan. In addition to the import business, Pieroth Japan runs a network of World Wine Bars and World Wine Lounges throughout Japan, and generated sales of €80 million (US$95m) in the 2020 financial year. The buyer, Nippon Investment, is one of the fastest growing venture capital and private equity investors in Japan. Partners Tracy Whiriskey and Kensuke Inoue, supported by relationship partner Alexander Ballmann (Munich), and competition partner Angie Ng (Singapore), led the firm’s team in the transaction.
Assegaf Hamzah & Partners, a member firm of Rajah & Tann Asia, has acted as Indonesian counsel to the lead managers and other managers on the issuance of US$1.25 billion five-year, US$1 billion ten-year, and US$750 million 30-year (green) Reg S/144A trust certificate due 2026, 2031 and 2051, respectively. This is the first 30-year and the longest tenor green sukuk issuance in the world. CIMB Investment Bank, Citigroup Global Markets, Dubai Islamic Bank, The Hongkong and Shanghai Banking Corporation and Standard Chartered Bank acted as joint lead managers and joint book-runners; HSBC and Standard Chartered acted as joint green structuring advisors; and BRI Danareksa Sekuritas and Trimegah Sekuritas Indonesia acted as co-managers for the issuances. Partner Mohammad Renaldi Zulkarnain led the firm’s team in the transaction.
AZB & Partners is advising Housing Development Finance Corporation on its Rs19.06 billion (US$256.6m) sale of 4.99 percent of the share capital of HDFC ERGO General Insurance to HDFC Bank. Partners Ashwath Rau and Kashish Bhatia are leading the firm’s team in the transaction, which was signed on June 19, 2021 and is expected to be completed by September 30, 2021, subject to regulatory approvals.
AZB & Partners has also advised Internet Fund V, a fund managed by Tiger Global Management, on its Rs1.82 billion (US$24.5m) acquisition, along with other investors, of equity stake in Desiderata Impact Ventures, which operates a fintech lending platform “ProgCap”, via Series B equity funding round. Partners Ashwath Rau, Srinath Dasari and Bhuvana Veeraragavan led the firm’s team in the transaction, which was signed on June 16, 2021 and was completed on June 23, 2021.
Clifford Chance has advised on the sale of a majority stake in Education Perfect (EP) by Australian private equity fund manager Five V Capital and Mulpha Credit to global investment firm KKR’s Global Impact Fund. The transaction values the EP business at NZ$455 million (US$318m), including a NZ$20 million (US$14m) earn-out component. EP is a leading Australian and New Zealand education technology company. A certified B Corporation, EP’s EdTech solutions and online learning platform are used by more than 3,000 schools, 40,000 teachers and one million students in more than 50 countries worldwide. As part of the transaction, Five V Capital will remain a significant minority investor in EP, as it looks to continue its journey with the business into its next stage of growth. KKR’s investment will enable EP to grow into a major EdTech business globally. Partner Reuben van Werkum led on the firm’s team in the transaction, which is subject to New Zealand Overseas Investment Office approval.
Davis Polk has advised the representatives of the underwriters on Missfresh’s IPO of 21 million American depositary shares. The IPO’s aggregate offering size is approximately US$273 million. Missfresh has granted the underwriters an option to purchase up to 3.15 million additional ADSs. The ADSs are listed on the Nasdaq. An innovator and leader in China’s neighborhood retail industry, Missfresh operates an integrated online-and-offline on-demand retail business that offers fresh produce and fast-moving consumer goods. Partners Li He and James Lin led the firm’s team in the transaction.
Davis Polk has also advised the underwriters on Summit Healthcare Acquisition’s (SHA) IPO of 200 million units for proceeds of US$200 million. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant to purchase Class A ordinary share of SHA. The Class A ordinary shares and warrants are listed on the Nasdaq. SHA is a special purpose acquisition company, whose purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities. Although SHA is not limited to a particular industry or geographic region for purposes of consummating a business combination, the company intends to focus on healthcare. Partner James Lin led the firm’s team in the transaction.
J Sagar Associates has advised Sundaram Finance Holdings on its Rs3.5 billion (US$47m) rights issue. JM Financial acted as the merchant banker to the transaction. The proceeds of the rights issue will be used to acquire additional stake in Brakes India, one of India’s largest brake manufacturers. Partner Arka Mookerjee, supported by partner Pracheta Bhattacharya, led the firm’s team in the transaction.
King & Wood Mallesons has advised Yuexiu Services Group on the spin-off and subsequent listing of its shares in Hong Kong. Yuexiu Services was listed on June 28, 2021. The global offering comprised a total of 369.66 million shares. Priced at HK$4.88 (US$0.63) per share, the listing raised approximately HK$1.8 billion (US$232m). Upon completion, Yuexiu Services remains a subsidiary of Hong Kong-listed Yuexiu Property, the first batch of integrated property developers in China with a focus on residential property development and commercial property operations. Yuexiu Services is an urban operation service provider in China and a key market player offering integrated property management services in China’s Greater Bay Area. Partner Anthony Wan led the firm’s team in the transaction.
Majmudar & Partners has acted as Indian counsel to ZoomInfo Technologies, a global leader in go-to-market intelligence solutions, on the completion of its acquisition, via a merger process, of Insent, including InsentApp India. Insent is an artificial intelligence startup that makes web-based conversational chatbots. M&A practice head partner Rukshad Davar and partners Amrit Mehta and Ravishankar Raghavan led the firm’s team in the transaction, while Lane Powell advised on US law aspects of the acquisition, which marks the first acquisition for ZoomInfo in India.
Maples and Calder, the Maples Group’s law firm in Hong Kong, has acted as Cayman Islands counsel to Waterdrop on its IPO of 30 million American depositary shares, representing its class A ordinary shares, and its listing in New York. The offering, which closed on May 11, 2021, raised approximately US$360 million. Waterdrop is a leading technology platform dedicated to insurance and healthcare service with a positive social impact. Partner Everton Robertson led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk & Wardwell acted as US counsel for Goldman Sachs (Asia), Morgan Stanley & Co, BofA Securities, China Merchants Securities (HK), CLSA, Haitong International Securities, ABCI Securities, China Renaissance Securities (Hong Kong), Futu and Tiger Brokers (NZ), as the underwriters.
Maples and Calder, the Maples Group’s law firm in Hong Kong, has also acted as Cayman Islands and BVI counsel to Onion Global on its IPO of approximately 9.31 million American depositary shares, representing its Class A ordinary shares, and the listing in New York. 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. The offering, which closed on May 11, 2021, raised approximately US$67.5 million. Partner Derrick Kan led the firm’s team in the transaction, while Davis Polk & Wardwell advised as to US law and JunHe advised as to Chinese law. The underwriters were advised by Simpson Thacher & Bartlett as to US law and by CM Law as to Chinese law.
Shearman & Sterling has represented Guotai Junan Securities (Hong Kong) and China Galaxy International Securities (Hong Kong), as the initial purchasers, on DaFa Properties Group’s offering of US$100 million 9.95 percent senior notes due 2022. Headquartered in Shanghai, China, DaFa Properties operates as a real estate developer. The company develops and sells residential properties, office floors and commercial complexes, and offers property management and leasing services in China. Hong Kong capital markets partner Alan Yeung led the firm’s team in the transaction.
Wong & Partners, member firm of Baker McKenzie International, is advising Generali Asia on the proposed acquisition of the shares of AXA Affin General Insurance (AAGI) and AXA Affin Life Insurance from AXA Asia, Affin Bank and several minorities. The firm is also representing Generali on its acquisition of the remaining shares of MPI Generali Insurans held by Multi-Purpose Capital Holdings. Upon completion of the share acquisitions, AAGI and MPI will be merged, via a scheme of transfer of business, creating the second largest general insurance company in Malaysia. Partner Ee Von Teo is leading the firm’s team in the transaction, which was signed on June 22, 2021 and is valued at approximately M$1.3 billion (US$313m).
WongPartnership has acted for Singapore Reinsurance on the unconditional cash offer made by Fairfax Asia. Partners Mark Choy and Jason Chua led the firm’s team in the transaction.
WongPartnership has also acted for Singtel Group Treasury, as the borrower, on Singtel Group’s first sustainability-linked financing of S$750 million (US$557.5m). The financing is the largest Singapore-dollar denominated sustainability-linked loan in Singapore to date. The launch marks Singtel Group’s foray into sustainable financing under its new programme, Olives, which is linked to sustainability targets. Arranged by DBS, OCBC and UOB, the financing features interest rate discounts pegged to pre-determined environmental, social and governance targets in areas, such as climate risk, carbon management and workplace health and safety metrics. Partner Christy Lim led the firm’s team in the transaction.
