Deals – 20 December 2012

Allen & Gledhill has also advised The Hongkong and Shanghai Banking Corporation Ltd (HSBC) as the arranger, issuing and paying agent, the transfer agent and the registrar, HSBC Institutional Trust Services (Singapore) Ltd as the trustee, and DBS Bank Ltd and HSBC as the dealers, in respect of Ezra Holdings Ltd’s (Ezra) issue of a US$500 million multicurrency debt issuance programme under which medium term notes and perpetual securities may be issued from time to time. Ezra has issued S$200 million (US$164.3m) 5 percent notes due 2015 and S$150 million (US$123.2m) 8.75 percent perpetual securities under the programme. Partners Margaret Chin, Sunit Chhabra and Magdalene Leong led the transaction.

Allen & Overy has advised Ichthys LNG Pty Ltd and the joint venture partners in respect of the development and financing of the integrated Ichthys LNG project, the largest project financing in history. The sponsors of the project are Inpex Corporation, Total SA, Tokyo Gas, Osaka Gas, Chubu Electric Power and Toho Gas. The joint venture participants and shareholders announced on 18 December 2012 that they have finalised the US$20 billion project financing. The US$34 billion Ichthys Project is one of the largest construction projects being undertaken in Australia. The project company Ichthys LNG Pty Ltd committed to the financing arrangements with its lenders which will ensure that the development of the Ichthys project has all the funding required to meet the construction programme. Partner Aled Davies led the transaction.

Allens has advised Hassall Street Pty Ltd, a joint venture between Grosvenor Australia Investments Pty Ltd and Leighton Properties Pty Ltd, in respect of the sale of its newly developed Eclipse Tower to Retail Employees Superannuation Pty
Ltd (REST) for A$167.5 million (US$176.4m). Parramatta’s tallest commercial building, the 19-storey Eclipse Tower has achieved a five-star ‘Green Office Design v2 Rating’ and is targeting a five-star NABERS energy rating. It was completed on August 2012 and is now more than 80 percent tenanted. Partner Victoria Holthouse led the transaction. Norton Rose Australia advised REST.

Allens has also advised a syndicate of lenders in respect of a transaction that will see BC Iron subsidiary BC Iron Nullagine Pty Ltd receive US$130 million in debt funding to enable it to increase to 75 percent its stake in the Nullagine Iron Ore Project. Located 50km north of Christmas Creek in Western Australia, the project is now a 75/25 joint venture with Fortescue Metals Group Ltd that hosts a probable ore reserve of 41.3Mt at 57 percent Fe. The joint venture uses Fortescue’s infrastructure at Christmas Creek to rail its ore to Port Hedland, from where it is then shipped overseas. Partner Ben Farnsworth led the transaction. BC Iron was advised by Ashurst on the finance documents, Johnson Winter & Slattery on the joint venture documents and Herbert Smith Freehills on the equity documents.

AmarchandMangaldas has advised Apollo Health Street Ltd (AHSL), a company engaged in providing healthcare BPO services and information technology services, and its shareholders, namely Apollo Hospitals Enterprise Ltd, Maxwell (Mauritius) Pte Ltd (a Temasek Fund), Eliza Holdings (a One Equity Partner Fund) and Healthcare Investments Ltd Mauritius (a SVG Fund), in respect of the sale of the entire shareholding of AHSL to Sutherland Global Services Private Ltd and Sutherland Global Services (Mauritius) Holding Ltd, entities belonging to the Sutherland group, for approximately INR10 billion (US$182.3m). Partners Cyril Shroff and Reeba Chacko led the transaction which is expected to close on February 2013. Jones Day acted as US counsel to Barclays Capital Inc and Kotak Mahindra Capital Company Ltd, the financial advisors to AHSL and sellers. S&R Associates New Delhi and Latham & Watkins California acted as Indian and US counsel, respectively, to Spark Capital Advisors (India) Pvt Ltd, the financial advisor to the Sutherland Group.

AZB & Partners has advised Infosys Ltd in respect of its acquisition, through its subsidiaries and affiliates, of 100 percent of Lodestone Holding AG for approximately US$350 million. Partner Shameek Chaudhuri led the transaction which was completed on 22 October 2012.

AZB & Partners has also advised Q Exhibit and Asian Business, Exhibitions and Conferences Ltd (ABEC) in respect of the divestment by Q Exhibit’s 28.3 percent stake in ABEC to Airgate Holdings Ltd, a subsidiary of ITE Group plc. Partner Shameek Chaudhuri led the transaction which was valued at approximately US$22 million and is yet to be completed.

Baker & McKenzie.Wong & Leow, Baker & McKenzie International’s member firm in Singapore, has advised the Park Hotel Group (PHG) in respect of a hotel management agreement with CEL-Alexandra Pte Ltd, the property and development arm of SGX-listed construction and property group Chip Eng Seng Corporation Ltd. PHG is a Singapore-based hospitality group that manages, owns and develops Park branded hotels around the Asia-Pacific. The new Park Hotel will be located on the Alexandra Road. Partner Kelvin Poa led the transaction.

Clifford Chance has advised China Cinda Asset Management Company Ltd in respect of the issue by its a wholly-owned subsidiary Bitronic Ltd of RMB2 billion (US$320.86m) 4 percent bonds due 2015.The deal marks the first renminbi bond issued by a Chinese asset management company and was the largest unrated dim sum bond from a Chinese state-owned enterprise this year. Partner Connie Heng led the transaction whilst Maples and Calder advised as to British Virgin Islands law and DeHeng Shanghai Law Office as to PRC law. Davis Polk, led by partners Eugene C Gregor, Paul Chow and John D Paton, has advised the joint global coordinators, consisting of UBS AG Hong Kong Branch, Wing Lung Bank Ltd and Standard Chartered Bank (Hong Kong) Ltd, and the joint book-runners and joint lead managers, consisting of ABCI Capital Ltd, Bank of China (Hong Kong) Ltd, BOCI Asia Ltd, CCB International Capital Ltd, Cinda International Securities Ltd, CITIC Securities Corporate Finance (HK) Ltd, Credit Suisse (Hong Kong) Ltd, Goldman Sachs (Asia) LLC, Morgan Stanley & Co International plc, Standard Chartered Bank (Hong Kong) Ltd, UBS AG Hong Kong Branch and Wing Lung Bank Ltd. The joint lead managers were advised by Jingtian & Gongcheng as to PRC law.

Clifford Chance has also advised the joint lead managers, which include BofA Merrill Lynch, CCB International, Citigroup, Deutsche Bank, Goldman Sachs (Asia) LLC, HSBC, Morgan Stanley, The Royal Bank of Scotland and Standard Chartered Bank, in respect of the issue by Amber Circle Funding Ltd of US$500 million 2 percent guaranteed notes due 2017 and US$1 billion 3.25 percent guaranteed notes due 2022, guaranteed by China Development Bank Corporation Hong Kong Branch. The transaction is reportedly the largest ever Regulation S transaction in Asia and CDB’s first foray into the US$ market in seven years. The funds raised will be used for the development of CDB’s leasing business. Partner Connie Heng also led the transaction.

Conyers Dill & Pearman has advised the consortium of Alfa Group, Access Industries and Renova (AAR) in respect of the sale to Rosneft of its 50 percent stake in TNK-BP, its joint venture with BP. AAR signed a sale and purchase agreement with Rosnefton on 12 December 2012. Completion of the transaction is expected in the first half of 2013 following approval by Russian and EU competition authorities. The firm, which worked alongside Skadden, Weil, Gotshal&Manges and White & Case on the transaction, also advised AAR in respect of BP’s separately negotiated sale to Rosneft of its 50 percent stake in TNK-BP, Russia’s third-largest oil producer. The acquisition of TNK-BP by Rosneft will result in it becoming one of the world’s largest oil producers, matching the output of Exxon.

Davis Polk has advised Morgan Stanley & Co International plc as placing agent in respect of the Rule 144A/Regulation S placement of 190 million existing shares and the top-up subscription of 190 million new shares in SPT Energy Group Inc at a total consideration of approximately HK$551 million (US$71m). HKSE-listed SPT Energy is incorporated in the Cayman Islands and is one of the leading Chinese non-state-owned providers of integrated oilfield services. Partners Paul Chow and James C Lin led the transaction. SPT Energy was advised by Morrison & Foerster as to US and Hong Kong law.

Davis Polk has also advised UBS AG and Morgan Stanley & Co International plc as placing agents in respect of the US$375 million placing of H shares by China Longyuan Power Group Corporation Ltd, a leading new energy enterprise in China. An affiliate of the China Guodian group, the company is engaged in the design, development, construction, management and operation of wind farms, as well as offering services to wind farms. It also operates other new energy projects, such as thermal power, solar power, tidal power, biomass power and geothermal power. China Longyuan’s H shares are listed and trade on the HKSE. Partners Antony Dapiran, James C Lin and Li He led the transaction. China Longyuan Power Group Corporation was advised by Clifford Chance.

Freshfields Bruckhaus Deringer is advising GCS Capital, a Hong Kong-based global strategic investment firm, in respect of its acquisition of Dexia Asset Management from Dexia SA, a Brussels-based banking group, for approximately €380 million (US$502.6m). Partner Vincent Macq is leading the transaction which was signed on 12 December 2012 and is expected to close in 2013, subject to legal and regulatory approvals.

Freshfields Bruckhaus Deringer is also advising the Hong Leong Company (Malaysia) in respect of its offer for Guoco Group Ltd. The cash offer is valued at approximately HK$8.25 billion (US$1.06b), making it the second largest privatisation of an HKSE-listed company since 2000.The Hong Leong Group is a Malaysian company engaged in financial services, manufacturing and distribution, property development and investment, and hospitality and leisure. Guoco Group Ltd is engaged in principal investment, property development and investment, hospitality and leisure and financial services. Partner Robert Ashworth is leading the transaction whilst partner Simon Weller acted for Standard Chartered Bank, in its capacity as financial advisor to GuoLine Overseas Ltd.

Herbert Smith Freehills has advised Stelux Holdings International Ltd, one of the largest mid-end watch and optical retailers in Asia, in respect of the strategic investment and subscription of convertible bonds in an aggregate principal amount of approximately HK$371 million (US$47.7m) by Boyu Capital. Stelux intends to use the proceeds for further expansion of its retail store networks, promotion of in-house brands and potential business expansion. HKSE-listed Stelux is principally engaged in the retailing, trading and wholesale of watches and optical products through its “CITY CHAIN” and “OPTICAL 88” retail chain stores which have over 600 outlets. It is also the sole and exclusive distributor of “SEIKO” watches and clocks in the region. Boyu is a leading China-focused private investment firm with more than US$1 billion under management. Partners Jason Sung and Austin Sweeney led the transaction.

Hogan Lovells has advised the underwriters, including Morgan Stanley Asia Ltd, Citigroup Global Markets Asia Ltd, Standard Chartered Securities (Hong Kong) Ltd, BOCOM International Securities Ltd, First Shanghai Securities Ltd and CCB International Capital Ltd, in respect of the Hong Kong IPO and Rule 144A placing of PRC real estate developer CIFI Holdings (Group) Co Ltd. The IPO raised approximately US$214 million. CIFI was listed on the HKSE on 23 November 2012. Founded in 2000, CIFI is a Shanghai-based company with a total of 43 property projects in 11 mainland cities across the Yangtze River Delta Region, the Bohai Economic Rim and the Central Western Region. Partners Terence Lau and Man Chiu Lee led the transaction.

HSA Advocates has advised International Finance Corporation, the lead transaction advisor, and Government of Meghalaya in respect of the establishment of the state of Meghalaya’s first public-private partnership for a new hospital and medical college in Shillong. The project involved selection of a private developer for developing a 500-bed teaching hospital and a medical college offering 100 MBBS seats on design, build, finance, operate and transfer basis. Successful development and implementation of the project will provide trained medical staff and quality health services to the people of Meghalaya. Partners Hemant Sahai and Pranav Singh led the transaction.

J Sagar Associates has advised Nabtesco Automotive Corporation, a Japanese market leader in air brake components, in respect of its joint venture in India with Uno Minda, part of the NK Minda Group, for designing, manufacturing and sale of air brake products for commercial vehicles and clutch products for passenger vehicles. The JV will be set up with equity of INR373 million (US$6.8m) in a 51:49 partnership, with Uno Minda holding 51 percent and Nabtesco holding 49percent of the equity. Partners Jyoti Sagar and Rohitashwa Prasad led the transaction.

J Sagar Associates has also advised HT Media Ltd in respect of the acquisition of up to a 40 percent stake in MyParichay, an online recruitment business. The acquisition augments HT Media’s existing portal (www.shine.com) in the online recruitment space. HT Media’s 40 percent stake will be acquired by the acquisition of certain equity shares from MyParichay’s existing promoters and by the subscription of compulsorily convertible preference shares in MyParichay in three separate tranches over the next two years. The first closing took place on 13 December 2012 whilst the remaining three closings are expected to take place on April 2013, June 2013 and August 2014, subject to the achievement of certain milestones. Partner Shivpriya Nanda led the transaction. MyParichay and its promoters were represented by PXV Law’s Bangalore office led by partner Kartik Ravichander.

Khaitan & Co has advised Otsuka Pharmaceutical Factory Inc in respect of a proposed investment of INR1050 crores (US$191.4m) by Otsuka and Mitsui & Co Ltd in Claris Specialty Injectables Ltd, a subsidiary of Claris Lifesciences Ltd (Claris), to form a 3-way strategic joint venture among Otsuka, Mitsui and Claris. Claris will also transfer its infusion business to the JV by way of a slump sale. Partner Bhavik Narsana led the transaction.

Khaitan & Co has also advised BOC India Ltd in respect of the acquisition of identified assets and business of manufacture and distribution of medical and industrial gases of Uttam Air Products Private Ltd and Uttam Gases Private Ltd (both belonging to Uttam Group). BOC India Ltd is one of the largest industrial gas producing companies in India and is a subsidiary of the Linde Group, which is a world-leading gas and engineering company. Partner Arvind Jhunjhunwala led the transaction.

Linklaters and Allens have advised a wholly-owned subsidiary of major electricity grid operator State Grid Corporation of China in respect of its acquisition of a 41.11 percent interest in South Australian electricity transmission business ElectraNet Pty Ltd from the Queensland Government-owned Powerlink. State Grid is the world’s largest utility. The deal marks the first significant investment in an Australian utility by a Chinese entity. Linklaters partners Judie Ng Shortell and Thomas Ng and Allens partners Grant Anderson and Wendy Rae led the transaction.

Paul Hastings has represented China International Marine Containers (Group) Co Ltd (CIMC), a leading global equipment and solutions provider in the logistics and energy industries which is listed on the Shenzhen Stock Exchange, in respect of its listing of H-shares converted from B-shares on the HKSE by way of introduction. CIMC was ranked number one amongst dry freight container manufacturers in the world from 2007 to 2011 in terms of production volume. Guotai Junan Capital Ltd acted as sole sponsor for this listing. In this first-of-its-kind transaction, CIMC converted its 1.43 billion B-shares with a total market value of approximately US$1.8 billion into H-shares and listed on the HKSE by way of introduction. Partner Raymond Li led the transaction.

Rajah & Tann has advised EDB Investments Pte Ltd in respect of its S$19 million (US$15.6m) subscription for shares in SGX-ST listed Ezion Holdings Ltd. The Ezion group specialises in the development, ownership and chartering of strategic offshore assets and the provision of offshore marine logistics and support services to the offshore oil and gas industries. Partners Chia Kim Huat and Danny Lim led the transaction which was announced on 18 December 2012 and is yet to be completed. Stamford Law Corporation advised Ezion.

Shook Lin & Bok has acted for NYSE-listed Pulse Electronics Corporation and its Singapore subsidiaries in respect of the recapitalisation investment of approximately US$102.7 million in the Pulse group of companies by certain affiliates of investment funds managed by private investment firm Oaktree Capital Management LP (collectively Oaktree). Pulse received US$75 million in cash under a new Term Loan A and issued to Oaktree shares of Pulse’s common stock and a warrant to purchase shares of a subsidiary that will terminate upon issuance of shares of a new class of Pulse non-voting preferred stock. Additionally, Oaktree exchanged approximately US$27.7 million of the company’s US$50 million in outstanding 7 percent senior convertible notes due in 2014 for a new Term Loan B. Partners Stanley Lim and Teo Yi Jing advised on the transaction.

Simpson Thacher is representing Xiabuxiabu Catering Management (China) Holdings Co Ltd (Xiabu Xiabu) in respect of the sale of Xiabu Xiabu shares by Actis to General Atlantic. Xiabu Xiabu is the largest individual, bar-style hotpot restaurant chain in China with more than 300 restaurants in a number of cities. Chris Lin, Liang Wang and Duan Fu led the transaction.

Stamford Law is representing FDS Networks Group Ltd in respect of its proposed acquisition of the entire issued and paid-up share capital of Delta Advanced Materials Ltd, an investment holding company incorporated in Hong Kong, for an aggregate consideration of up to S$165 million (US$135.45m) to be satisfied in full by the issuance of new ordinary shares in the capital of the company. The proposed acquisition, if undertaken and completed, will result in a reverse take-over of the company as defined under Chapter 10 of the SGX-ST Manual.

Watson, Farley & Williams Singapore has advised Thailand’s Precious Shipping Public Company Ltd in respect of the order by two special purpose joint venture companies of two 20,000 dwt cement-carrying bulker carriers at China Shipbuilding & Offshore International and Shanhaiguan New Shipbuilding Industry. The companies have been in talks to cancel the two existing orders at India’s ABG Shipyard and instead have looked to the Chinese yard to build the bulkers, for delivery in January and April 2014 at a discount. The vessels are fixed under long-term charter contracts. Partner Simon Petch led the transaction.

Weerawong, Chinnavat & Peangpanorhas advised PTT Exploration and Production Pcl (PTTEP) in respect of its share offering – the largest equity offering by a Thai company to date – which closed on 17 December 2012. The transaction included a public offering under Thailand’s Securities and Exchange Commission regulations, and an international offering under Rule 144A/Regulation S under the US Securities Act. The deal is valued at approximatelyUS$3 billion. The offering was made to PTTEP’s existing shareholders and institutional investors. Its parent company, PTT Plc. also subscribed to maintain its 65 percent shareholding. Finansa Securities Ltd., Phatra Securities Pcl., TISCO Securities Co., Bank of America Merrill Lynch, Deutsche Bank, Goldman Sachs, JP Morgan and UBS acted as joint coordinators and book- runners. Peangpanor Boonklum, Partner led the project team, along with Chatri Trakulmanenate, Partner.

Weerawong, Chinnavat & Peangpanor has also advised Phatra Securities Pcl, Merrill Lynch Far East Ltd, CIMB Bank (L) Ltd, Citigroup Global Markets Ltd, and The Hongkong and Shanghai Banking Corporation (Singapore) as book-runners in respect of the capital increase via preferential public offering to existing unit holders of the fund and listing of additional units in the Tesco Lotus Retail Growth Freehold and Leasehold Property Fund (TLGF) on the Stock Exchange of Thailand. The deal closed on 3 December 2012 and is valued at approximately US$251.5 million. This is an add-on offering for TLGF after its IPO of approximately US$598 million on March 2012 – Thailand’s largest ever property fund IPO on which the firm also advised domestic and international book-runners. Parnter Kudun Sukhumananda led the transaction.

WongPartnership has acted as Singapore counsel for Barry Callebaut AG in respect of its acquisition of Petra Foods Ltd’s Cocoa Ingredients Division for a total consideration of US$950 million. Partners Andrew Ang, Kenneth Leong and Lam Chung Nian led the transaction.

WongPartnership has also acted for Nestlé SA in respect of its acquisition of Pfizer Inc’s infant nutrition unit for approximately US$11.85 billion which includes the acquisition of the direct and indirect shareholding interests in Wyeth Nutritionals (Singapore) Pte Ltd and Wyeth (Singapore) Pte Ltd, respectively. Partners Lau Kiat Wee and Joyce Ang led the transaction.