Deals – 1 March 2012

Allen & Gledhill has also advised and acted as listing agent for Global Logistic Properties Ltd in respect of its issue of S$250 million (US$200m) 5.5 per cent perpetual capital securities. The new securities have the same terms and conditions as the S$500 million (US$400) 5.5 percent perpetual capital securities issued on December 2011 in all respects, except for the issue date and issue price, and are consolidated and form a single series with the original securities. Partners Leonard Ching and Bernie Lee led the transaction.

Allens Arthur Robinson has advised Qantas Group in respect of its new partnership with Vietnam Airlines to strengthen Vietnam’s first value-based carrier, Jetstar Pacific. Jetstar Pacific is majority owned by national full-service carrier Vietnam Airlines. Under the deal which was signed on 21 February 2012, Qantas Group will increase its ownership stake in Jetstar Pacific from 27 percent to 30 percent and provide the low-cost carrier with A$7.5 million (US$8m) in capital for fleet renewal. Vietnam Airlines, which owns the remaining stake, will contribute A$17.5 million (US$18.8m) in capital. Partner Bill Magennis led the transaction.

Allens Arthur Robinson is also advising Westpac Banking Corporation in respect of a hybrid security deal that is expected to raise at least A$1 billion (US$1.07b) in funding for the bank. Under the deal, Westpac convertible preference shares will be offered at an issue price of A$100 (US$1.07) each and will be available to eligible security-holders, broker firm applicants and institutional investors. Partner Stuart McCulloch led the transaction. Freehills is representing the joint lead managers.

Amarchand & Mangaldas & Suresh A Shroff & Co has acted for Fidelity India Ventures (FIV), Fidelity India Principals (FIP) and Manthan Software Services Private Ltd in respect of Norwest Venture Partners’ (NVP) investment into Manthan Software Services Private Ltd, a company engaged in providing information technology related services. FIV and FIP were the existing investors. The deal contained both primary and secondary transactions. The secondary transaction involved purchase of shares by NVP from IDG Ventures and Draper Fisher Jurvetson ePlanet entities. The deal, valued at approximately US$15 million, was signed on 23 November 2011 and closed recently. Partner Arjun Lall led the transaction whilst Trilegal and Narasappa, Doraswamy & Raja were the other legal advisors on the deal.

Amarchand & Mangaldas & Suresh A Shroff & Co has also advised Sequoia Capital India Operations LLC in respect of its investment into Edusys Services Private Ltd, a company which provides educational training pertaining to professional certification/test preparation courses through online and classroom medium. The transaction, valued at approximately US$7.5 million, was signed on 19 January 2012 and closed on 16 February 2012. Partner Reeba Chacko led the transaction. Ernst & Young was the banker for the deal whilst Indus Law was the legal advisor to Edusys Services Private Ltd.

Clayton Utz has advised ASX-listed Kingsgate Consolidated Ltd in respect of its approximately A$70 million (US$75.3m) fully underwritten share placement announced on 22 February 2012. Partners Stuart Byrne and John Elliott led the transaction.

Eversheds has advised steel manufacturer Xiwang Special Steel Company Ltd in respect of its US$171 million IPO listing on the HKSE. The offering of 500 million shares or 25 percent of the enlarged share capital was priced at HK$2.65 per share (US$0.34). JP Morgan is the sole sponsor and sole global coordinator of the offering. Partner Stephen Mok led the transaction.

Gibson, Dunn & Crutcher is representing Iconix Brand Group in respect of its joint venture with Reliance Brands Ltd, a part of the Reliance Industries Group, the largest private sector company in India. The new JV, which will be based in Mumbai, will own the fashion and home brands from the Iconix portfolio for the Indian territory. Existing Iconix business in India with brands such as Mossimo and Ed Hardy will also be rolled into the partnership. The new partnership is subject to regulatory approval. Partners Jai Pathak, David Kennedy and Barbara Becker led the transaction.

Hunton & Williams has represented Mitsubishi Corporation in respect of its acquisition of approximately 34 percent equity interest in Mareña Renovables, a circa US$1B 396 MW wind power generation project in Oaxaca, Mexico. Mareña Renovables is Latin America’s largest wind farm project. The project will be jointly developed and operated by Mitsubishi and its partners, Macquarie Mexican Infrastructure Fund and pension fund PGGM of The Netherlands. The debt financing for the project is being provided by a syndicate of commercial lenders and development banks. Eksport Kredit Fonden (EKF), the Danish export credit agency, is providing a guarantee for a portion of the construction term loan. Partner Raj Pande led the transaction.

Khaitan & Co has advised SIBUR in respect of its joint venture with Reliance Industries Ltd for the formation of Reliance Sibur Elastomers which is set to become the fourth largest supplier of butyl rubber (an input for tyres) in the world. The JV will set up a butyl rubber plant worth US$450 million. SIBUR, the largest petrochemical company of Russia and Eastern Europe, operates across the entire petrochemical process chain. Partner Aakash Choubey and executive director Daksha Baxi led the transaction whilst Herbert Smith, led by partner Nicholas Moore, acted as international legal advisors.

Khaitan & Co has also advised Prosegur Compañia De Seguridad SA in respect of the formation of a joint venture with Security and Intelligence Services (India) Ltd India to provide cash management services to its clients, including Indian banks, financial institutions and organised retail firms. Prosegur is a publicly traded company in the global security services business. Partner Bharat Anand advised the client on the transaction.

Kim & Chang has represented LSF-KEB Holdings SCA, a subsidiary of Texas-based Lone Star Funds (LSF), in respect of the transfer of its 51.02 per cent stake in Korea Exchange Bank (KEB) to Hana Financial Group for approximately KRW3.9 trillion (US$3.5b). LSF’s exit comes over eight years after its initial investment in KEB in 2003, where the firm also advised LSF. Having executed the share purchase agreement in November 2010, the sale took place after more than a year of negotiating with regulators in multiple jurisdictions to successfully procure their approvals for the transaction. Do-Young Kim, Won-Kyu (John) Choi and Yoon-Goo Kwon led the transaction which closed on 9 February 2012.

Latham & Watkins has represented WNS (Holdings) Ltd, a provider of global offshore business process outsourcing services, in respect of its US$113 million follow-on offering of approximately 12.25 million American Depositary Shares on the NYSE. Partners Michael Sturrock and Min Yee Ng led the transaction.

Mallesons has acted for arranger and joint lead manager Deutsche Bank AG Sydney Branch, as well as joint lead managers ANZ Securities Ltd, NAB and the Commonwealth Bank of Australia in respect of AGL’s A$650 million (US$699m) high equity credit subordinated note issue. The funds raised are proposed to be used to increase AGL’s ownership interest in the Loy Yang A power station and adjacent coal mine and for general corporate purposes. Loy Yang A power station is Victoria’s largest power station. Partners Ian Paterson, Shannon Finch and David Friedlander led the transaction.

Minter Ellison has advised Quadrant Private Equity, one of Australia’s leading private equity houses, in respect of its joint venture with APN News & Media Ltd, owner of the largest outdoor advertising business in Australia and New Zealand, to target expansion within the outdoor advertising segment in Australia, New Zealand and Asia. Quadrant and APN will each hold 50 per cent of the JV, with APNO management retaining an equity interest. The JV will cover all of APN’s wholly-owned outdoor businesses in Australia and New Zealand as well as APN’s 50 per cent interests in Rainbow Premium Outdoor, its Indonesian outdoor business. The transaction values APN Outdoor at A$272 million (US$292M) on an enterprise value basis. Partner Callen O’Brien, assisted by partner Riccardo Casali, led the transaction which is subject to customary completion conditions. Morgan Stanley also advised Quadrant. APN was advised by RBS and Baker & McKenzie.

Paul Hastings has advised General Electric Company in respect of the planned joint venture among its GE Aviation business unit, a world-leading provider of jet and turboprop engines, components and integrated systems, Japan’s Nippon Carbon Co Ltd (Nippon Carbon) and France’s high-technology group Safran. The JV will manufacture and sell high-performance, heat-resistant silicon carbide continuous fiber for use in next-generation aircraft engine components. The venture, through which GE Aviation aims to secure an ongoing supply of materials for its engines, will be owned 50 per cent by Nippon Carbon and 25 per cent by each of GE and Safran. Partner Ted Johnson led the transaction.

Shook Lin & Bok has acted for WPP Group in respect of the acquisition by its wholly-owned operating company, Cohn & Wolfe, of a majority stake in XPR, one of Singapore’s largest independent public relations and digital communications agencies with offices in Singapore, Malaysia and Indonesia. Partner David Chong led the transaction.

Slaughter and May is advising Alibaba.com Ltd in respect of its proposed privatisation by Alibaba Group and withdrawal from listing on the HKSE. Under a proposed scheme of arrangement announced on 21 February 2012, Alibaba Group will offer up to approximately HK$19.6 billion (US$2.5b) for shares and other securities in Alibaba.com. The scheme of arrangement is subject to shareholder and Court approval. Partner Benita Yu led the transaction.

Stamford Law is advising Mainboard-listed Ezion Holdings Ltd in respect of its share placement to raise proceeds of approximately S$100 million (US$80m). The oil and gas services firm has a fast growing portfolio of contracts. The proceeds from the placement will be primarily used to fund its acquisition of offshore and marine assets. CLSA is the placement agent. Directors Bernard Lui and Lim Swee Yong led the transaction.

Uría Menéndez has advised Yanggu Xiangguang Copper Co Ltd (XGC) in respect of its conditional agreements with Europe-based minerals development and exploration company EMED Mining Public Ltd (EMED) for an aggregate funding package of US$30 million in exchange for a 10 per cent equity interest in EMED and the grant of off-take rights over Rio Tinto Mine’s copper production. Half the funding package is to be in the form of a share capital investment and the other half a future standby debt facility. EMED is also in advanced discussions with potential project financiers to finalise a US$175 million project debt. The deal with XGC, together with the project finance negotiations, were presented by EMED as part of a plan to fund the restart of commercial production at the Rio Tinto Mine in Andalusia, Spain, which is still subject to a number of conditions. Partners Christian Hoedl and Mariano Magide Herrero led the transaction.

WongPartnership has acted for the bonds trustee in respect of DBS Bank Ltd’s issue of S$1 billion (US$800m) fixed rate subordinated notes due 2022 under its US$15 billion global medium term note programme. Partner Hui Choon Yuen acted on the matter.

WongPartnership LLP has also acted as Singapore counsel for AWE Ltd, an ASX listed oil and gas exploration and production company, in respect of its acquisition from Malaysia’s Genting Berhad of Genting Oil Natuna Pte Ltd and Sanyen Oil & Gas Pte Ltd, which own two Indonesian offshore oil blocks. Partners Mark Choy and Milton Toon acted on the matter.