Allen & Gledhill has advised DBS Bank as original lender and facility agent and United Overseas Bank as original lender and security trustee on the S$579.2 million (US$399.6m) facility agreement entered into by Summervale Properties. The firm also advised DBS and Perpetual (Asia) on the issue of S$156.4 million (US$108m) secured fixed rate Class A notes due 2021 and S$140 million (US$96.6m) secured fixed rate Class B notes due 2023 by Summervale. On the issuance of the notes, DBS was appointed lead manager while Perpetual (Asia) was appointed paying agent, calculation agent, transfer agent, registrar, escrow agent, notes trustee and notes security trustee. The facility agreement and the notes are part of City Developments’ third “profit participating securities” transaction which facilitated the exit of its entire interest in Summervale, which owns Nouvel 18 in Singapore. Partners Jafe Ng, Ong Kangxin, Margaret Chin, Magdalene Leong, Daselin Ang and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised Ascendas Land (Singapore), a wholly-owned subsidiary of Ascendas-Singbridge, on the S$420 million (US$290m) divestment of its leasehold interest in 12, 14 and 16 Science Park Drive in Singapore to Ascendas Real Estate Investment Trust, via a put and call option agreement. Partners Eudora Tan and Shalene Jin led the transaction.
Ashurst has advised the syndicate of lenders on the more than US$4 billion facility arranged by the Industrial and Commercial Bank of China for the construction of the Caculo Cabaca hydroelectric power project. With an installed capacity of more than 2,100 MW, the project is a key part of the phased water resource development projects on the Kwanza river and is expected to significantly contribute to the power supply security of Angola and nearby countries. The project’s construction will be undertaken by a consortium led by China Gezhouba Group and Boreal Investments. Banking partner Chen Chin Chuan led the transaction.
Ashurst, working with its associated Indonesian firm Oentoeng Suria & Partners, has also acted as global and Indonesian counsel to Japanese trading house Mitsui on its acquisition of a minority stake in Global Ecommerce Indonesia (GEI) over a 12-month period. This is part of US$100 million equity financing raised for GEI, led by Mitsui with participation from new and existing investors, where Mitsui will purchase a stake of approximately 10 percent in GEI. GEI runs MatahariMall, a digital retailing platform that went live in September last year. This investment will allow Mitsui to gain a foothold in Indonesia’s fast-growing e-commerce market, and the funding will go toward stepping up MatahariMall’s advertising and marketing and enhancing its systems. Indonesian conglomerate Lippo Group controls GEI and, in addition to the online platform, runs 150 Matahari department stores in the country. The chain enjoys wide name recognition and MatahariMall has become a top-ranking Indonesian online retailing site. Partner Ratih (Ipop) Nawangsari led the transaction.
AZB & Partners has acted as Indian counsel to UBS Securities India as the sole placement agent on the sale of IDFC Bank’s equity shares held by Sipadan Investments (Mauritius). Partner Varoon Chandra led the transaction, which was valued at Rs5.5 billion (US$81m) and was completed on December 1, 2016.
AZB & Partners is also advising Value Line, an affiliate of KKR Asian Fund II, on its acquisition of SBI Life Insurance’s equity shares, constituting 1.95 percent of the issued and paid-up share capital of SBI, from SBI. Partner Darshika Kothari is leading the transaction, which was valued at Rs8.97 billion (US$132m) and is yet to be completed.
Conyers Dill & Pearman has acted as Cayman Islands and BVI counsel to Food Wise Holdings on its HK$100 million (US$12.9m) global offering of 50 million common shares in Hong Kong. Through its subsidiaries, Food Wise Holdings operates the largest Vietnamese-style restaurant chain in Hong Kong, consisting of 20 restaurants in 14 of the 18 districts in Hong Kong. Hong Kong partner Richard Hall led the transaction, working alongside Robertsons.
Khaitan & Co has advised Temasek Holdings on its acquisition of a 1.95 percent stake in SBI Life Insurance for Rs8.97 billion (US$132.2m). Incorporated in 1974, Temasek is an investment company headquartered in Singapore and owned by the Minister of Finance Singapore, with a portfolio of S$242 billion (US$167m) as of March 2016. Partner Aakash Choubey, assisted by partners Avaantika Kakkar and Bijal Ajinkya, led the transaction.
Khaitan & Co has also advised Minex Metallurgical on the acquisition by Elkem AS Netherland, through its Indian subsidiary Elkem South Asia, of Minex’s iron foundry alloy business, including the Hingna plant, its sales and marketing organization, its distribution network across India as well as the R&D facility at Hingna. Minex is one of India’s foremost special alloys company and is a pioneer of the “cored wire injection system” technology in India. It provides total alloying solutions to the iron and steel, aluminium, foundry, welding and other non-ferrous industries. Associate partner Anshul Prakash led the transaction.
King & Wood Mallesons has acted as US counsel for the joint lead managers on the US$300 million 8.75 percent senior perpetual securities issuance with customary high yield covenants by China Grand Automotive Services, through its subsidiary Baoxin Auto Finance I. The deal is the first high yield perpetual bond offering by a non-real estate Chinese company to date. In 2015, China Grand Auto was the largest passenger vehicle dealership group, the number one passenger vehicle finance leasing provider and the largest used vehicle trading agent among vehicle dealers in China. Hong Kong partner Hao Zhou led the transaction.
Luthra & Luthra has advised NLC India and Damodar Valley (DV) on the filing of a merger notification with the Competition Commission of India (CCI) and obtaining the requisite approval of the combination. NLC and DV are two of the largest public sector players in the energy sector in India. The JV involved securing extensive approvals from the states of West Bengal and Jharkhand and the Ministry of Power, among others. NLC provides power to various states across India with a total installed capacity of 4287.5 MW. DV operates several power plants in the Damodar valley area of West Bengal and Jharkhand. DV operates six thermal power stations and three hydro-electric power stations with total installed capacity of 7557.2 MW. Partners GR Bhatia and Abdullah Hussain and partner designate Kanika Chaudhary led the transaction.
Luthra & Luthra has also represented Rajshree Hospitals and Apollo Hospitals Enterprise before the High Court of Indore on suit filed by Dr Ashok Bajpai, one of the most renowned doctors of Indore. Bajpai and some of his entrepreneur friends started Rajshree in 2008. Apart from being a promoter/shareholder/director in Rajshree, he was also serving there as a doctor. In 2012, he and the promoter/shareholder(s) entered into an MoU, wherein he shall be paid referral and other charges for patients walking into Rajshree on his reference. The said MoU was replaced by another MoU dated May 18, 2013 among the promoter/shareholder(s), where the amounts due to Bajpai under the first MoU were to be converted into equity. Apollo entered into a share subscription agreement dated August 12, 2013 and other cognate agreements with Rajshree and its promoter/shareholder(s), including Bajpai, wherein Apollo subscribed to 57.27 percent of Rajshree shares and also took over control of its management. The name ‘Rajshree Hospital and Research Center’ was also accordingly changed to ‘Apollo Rajshree Hospitals’ on April 3, 2014. Bajpai’s shareholding was reduced to 3.07 percent from around 8.56 percent. Bajpai filed a suit for specific performance of the two MoUs and for recovery of money. Rajshree and Apollo argued that their names should be deleted among the respondents because they are not parties to the said MoUs. The court upheld their stand. Partner Anirban Bhattacharya led the transaction.
Maples and Calder has acted as BVI counsel to Yunnan Energy Investment Overseas Finance on its issue of US$310 million 3.5 percent guaranteed bonds due 2019 and US$130 million 4.25 percent guaranteed bonds due 2021. The bonds, which are unconditionally and irrevocably guaranteed by Yunnan Energy Investment (H K), will be listed in Hong Kong. The Yunnan group is a leading state-owned energy company based in Yunnan province, China. Partner Derrick Kan led the transaction while Dentons acted as English, Hong Kong and China counsel to the issuer and guarantor. Linklaters acted as English and Hong Kong counsel to the joint lead managers while Jingtian & Gongcheng acted as China counsel.
Maples and Calder has also acted as BVI counsel to Xiangxing Overseas Investment on its issue of US$130 million 5.95 percent guaranteed bonds due 2019. The bonds, which are unconditionally and irrevocably guaranteed by Xiangxing (HK) Investment, will be listed in Hong Kong. The Xiangxing group is the sole investment and financing platform of Jintan District People’s Government in Jiangsu Jintan Economic Development Zone which undertakes all the affordable housing construction, infrastructure construction and primary land development exclusively in the zone. Partner Derrick Kan led the transaction while King & Wood Mallesons and Jiang Su Mingtian Law Firm acted as English and China counsel, respectively. Davis Polk & Wardwell acted as English counsel to the managers and trustee while Jingtian & Gongcheng acted as China counsel.
Norton Rose Fulbright has advised the sponsors on the development and financing of the 270 MW Sapphire wind farm in northern New South Wales. Once constructed, Sapphire will be the largest wind farm in NSW. It is also the largest wind farm to reach financial close in Australia this year. Sapphire has been developed by leading renewables developer CWP Renewables and will be owned by Partners Group and CWP. The project will be constructed by a consortium of Vestas and Zenviron, a joint venture between Zem Energy and Monadelphous. The debt financing has been provided by Clean Energy Finance, Commonwealth Bank of Australia, SMBC and EKF, the Danish export credit agency. The wind farm was successful in the ACT feed-in tariff reverse auction earlier this year, with 100 MW of its output covered by the ACT FiT. Projects partners Simon Currie and Jo Crew led the transaction, which achieved financial close on December 9, 2016.
Shardul Amarchand Mangaldas & Co has represented Ashok Leyland before the Competition Commission of India on the exit of Nissan Motor from Ashok and Nissan’s three joint ventures, namely Ashok Leyland Nissan Vehicles, Nissan Ashok Leyland Technologies and Nissan Ashok Leyland Powertrain. After the transaction, the three JV companies will be wholly-owned and solely controlled by Ashok. Partner Shweta Shroff Chopra led the transaction, which was valued at Rs2.25 billion (US$33.2m) and is subject to regulatory approvals. J Sagar Associates represented Nissan Motors.
Skadden has represented Meitu, a leading global mobile internet company with approximately 456 million monthly active users, on its US$629 million listing and IPO of 574 million shares in Hong Kong. The listing, which was the largest in Hong Kong by a technology company since Alibaba’s B2B unit went public in 2007, took place on December 15, 2016. Hong Kong partners Julie Gao, Christopher Betts and Will Cai led the transaction. Kirkland & Ellis, led by Hong Kong corporate partners Dominic Tsun, David Zhang, Li-Chien Wong and Judy Yam and Beijing corporate partner Steve Lin, represented the underwriters, consisting of Morgan Stanley, Credit Suisse, China Merchant Securities, CCB International Capital, CMB International Capital, UBS, Head & Shoulders Securities and Futu Securities International.
Sullivan & Cromwell is representing Terumo (Japan) on its agreement with Abbott Laboratories (US) and St Jude Medical (US), under which Terumo will acquire certain products owned by both Abbott and St Jude for a total of US$1.12 billion. Corporate partners Frank Aquila (New York), Keiji Hatano (Tokyo) and Scott Crofton (New York); anti-trust partners Steven Holley (New York) and Juan Rodriguez (London); tax partner Ronald Creamer Jr (New York), executive compensation and benefits partner Heather Coleman (New York) and FCPA partner Laura Kabler Oswell (Palo Alto) are leading the transaction, which was announced December 7, 2016 and is yet to be completed.
Sullivan & Cromwell (Hong Kong) is also representing Frederick Santos, head of the leading real estate brokerage and consulting firm in the Philippines, on his long-term partnership with Knight Frank (UK), under which the businesses will combine and operate as Santos Knight Frank. Hong Kong corporate partner Michael DeSombre is leading the transaction, which was announced on December 6, 2016 and is yet to be completed.
Troutman Sanders has acted as Hong Kong counsel for Fullshare Holdings on its voluntary offer to acquire all the issued shares of China High Speed Transmission Equipment Group. The basis for the offer, valued at HK$16.3 billion (US$2.1b), is five new shares of Fullshare for every two shares of China High Speed. Fullshare is listed in Hong Kong with a market cap of US$8.7 billion while Hong Kong-listed China High Speed has a market cap of US$1.75 billion. Fullshare’s offer to acquire shares of China High Speed was met with acceptance of 73.9 percent shares, and the value of the new shares issued by Fullshare to meet all acceptances was US$2.1 billion, making the offer as one of the largest deals among the recent takeovers in Hong Kong. Upon Fullshare’s takeover, China High Speed becomes a subsidiary of Fullshare. Partner Rossana Chu led the transaction.
