Deals – 15 August 2013

Allen & Gledhill has advised Le-Vision Pte Ltd and Castlehigh Pte Ltd, both wholly owned subsidiaries of Keppel Land Ltd, in respect of the divestment of their interests in integrated township Jakarta Garden City to PT Modernland Realty Tbk through the sale of their respective 51 percent shareholding interests in PT Mitra Sindo Sukses and PT Mitra Sindo Makmur for approximately S$290.5 million (US$230m) in cash. Partner Penny Goh led the transaction.

AZB & Partners has advised Muthoot Finance Ltd in respect of its public issue of secured and unsecured non-convertible debentures aggregating to INR3 billion (US$49m). Partner Srinath Dasari led the transaction which was signed on 2 August 2013 and is yet to be completed.

AZB & Partners has also advised Matrix Partners India in respect of its approximately INR300 million (US$4.9m) additional investment in the New Delhi-based eye care chain Centre for Sight. Partner Abhijit Joshi piloted the transaction which was completed in May 2013.

Clayton Utz has advised Dick Smith Electronics Pty Ltd in respect of a Retail Brand Management Agreement (RMBA) that will see it operate from 1 October this year as “David Jones Electronics Powered by Dick Smith”. The agreement was announced to the market on 12 August 2013. The RMBA is exclusive to David Jones and is for an initial three-year term. It covers Dicks Smith Electronics products, including televisions, computers, tablets, home office, audiovisual and other digital products, but excludes white goods and small appliances. Dick Smith Electronics will pay to David Jones on a monthly basis a fixed percentage of sales generated through the David Jones Electronics business. Partner Jonathan Algar spearheaded the transaction.

Clifford Chance has advised Australia’s Toga Group in respect of its A$183 million (US$168m) acquisition of five Australian hotels through its 50:50 international joint venture with Singapore’s Far East Orchard Ltd. The firm also advised Toga on the establishment in August 2013 of the JV, a hotel ownership and management platform that operates more than 6,800 apartments and hotel rooms across Australia, New Zealand, Germany and Denmark. Toga develops hotels, residential apartments and mixed use projects across Australia, New Zealand and Europe. Far East Orchard is a member of Far East Organization, Singapore’s largest private property developer. Partner Lance Sacks led the transaction.

Clifford Chance has also advised the Waterhouse family in respect of the sale of Australian online betting company tomwaterhouse.com to the UK’s William Hill. Tomwaterhouse.com was established in 2010 and is one of Australia’s fastest growing wagering and sports betting businesses, led by managing director Tom Waterhouse. The Waterhouse name has been synonymous with betting and racing in Australia for more than a century. Tom Waterhouse himself is a fourth-generation bookmaker and a member of Australia’s most famous racing family. William Hill is one of the world’s leading betting and gaming companies. Founded in 1934, it is now the UK’s largest bookmaker with around 2,400 licensed betting offices and is a member of the FTSE100. On completion, tomwaterhouse.com will become part of William Hill Australia. Tom Waterhouse will remain as managing director of tomwaterhouse.com and will work closely with William Hill’s Australian management team. Partner Lance Sacks also led the transaction.

Davis Polk has advised JP Morgan Securities LLC and Goldman Sachs (Asia) LLC as joint book-runners and representatives of the underwriters in respect of a SEC-registered offering by Baidu Inc of US$1 billion 3.25 percent notes due 2018. Baidu is the leading Chinese-language internet search provider. Baidu’s ADSs currently trade on the NASDAQ Global Select Market. Partners James C Lin and John D Paton led the transaction. Baidu was advised by Skadden, Arps, Slate, Meagher & Flom as to US law, Han Kun Law Offices led by partner Charles Li as to PRC law, Maples and Calder as to Cayman Islands law and BVI law, and Li & Partners as to Hong Kong law.

Davis Polk has also advised Poly Real Estate Finance Ltd, a wholly owned subsidiary of Poly Real Estate Group Co Ltd (Poly Real Estate), in respect of its Regulation S offering of US$500 million 4.5 percent guaranteed bonds due 2018. The bonds will be listed on the HKSE. Poly Real Estate is a leading property developer and the largest state-owned real estate company in China. Its ordinary shares are listed on the Shanghai Stock Exchange. The bonds were guaranteed by Poly Real Estate’s wholly owned subsidiary Hengli (Hong Kong) Real Estate Ltd. The bonds were supported by a keepwell deed and an equity purchase undertaking from Poly Real Estate, and a keepwell deed from China Poly Group Corporation, the parent company of Poly Real Estate. Partners Paul Chow, Eugene C Gregor and John D Paton led the transaction. Poly Real Estate was advised by Maples and Calder led by partner Christine Chang as to BVI law and DeHeng Law Offices as to PRC law. The Hongkong and Shanghai Banking Corporation Ltd and CITIC Securities Corporate Finance (HK) Ltd were the joint global coordinators, and, together with Credit Suisse Securities (Europe) Ltd, Deutsche Bank AG Singapore Branch, ICBC International Capital Ltd, ICBC International Securities Ltd, The Royal Bank of Scotland PLC and UBS AG Hong Kong Branch, the joint book-runners and joint lead managers. The joint global coordinators, joint book-runners and joint lead managers were advised by Linklaters as to Hong Kong law and Jingtian & Gongcheng as to PRC law.

Deacons is acting as Hong Kong counsel for BNP Paribas Securities (Asia) Ltd and Kim Eng Securities (Hong Kong) Ltd in respect of Tonly Electronics Holdings Ltd’s IPO and listing on the HKSE by way of introduction. Tonly Electronics was spun-off from TCL Multimedia Technology Holdings Ltd by way of distribution. Ronny Chow is leading the transaction which is expected to be completed on 14 August 2013 when Tonly Electronics’ shares will commence trading in the HKSE. Zhong Lun Law Firm is also advising the clients in the transaction. Herbert Smith Freehills, Cheung Tong & Rosa Solicitors, Jia Yuan Law Office and Maples and Calder are advising Tonly Electronics.

Deacons has also acted as Hong Kong counsel for Cinda International Capital Ltd and other underwriters in respect of Grand Ming Group Holdings Ltd’s IPO and listing on the HKSE. Grand Ming Group is an established building contractor in Hong Kong focusing on providing construction services as a main contractor in residential property development projects for prominent local developers. It also engages in data centre premises leasing business. Sabrina Fung led the transaction which was valued at US$16.4 million. Li & Partners and Conyers Dill & Pearman (Cayman) Ltd advised Grand Ming Group.

Desai & Diwanji has advised Axis Bank Ltd in respect of the financing of residential projects known as ‘Sky 882’ and ‘Sky Forest’ of Indiabulls Properties Private Ltd at Mumbai. The project cost is INR2672 crores (US$436m). The financing documents were executed on 6 August 2013.

Desai & Diwanji has also advised a consortium of lenders led by State Bank of India in respect of the financing of a 1200 MW coal fired thermal power plant of Jindal Power Ltd at Village Tamnar, Raigarh District of Chhattisgarh. The project cost is INR7740 crores (US$1.26b). The financing documents were executed on 24 July 2013.

Khaitan & Co has advised Aptech Ltd in respect of its offer for buyback of up to 24.99 percent of its equity share capital through the stock exchange route for a total consideration of approximately US$106 million. Aptech has a presence in more than 40 emerging countries through its two main streams of businesses – individual training and enterprise business. As a leader in career education, it has over 1,305 centres of learning across the world. Partner Arindam Ghosh and executive director Sudhir Bassi led the transaction.

Khaitan & Co has also advised DBS Bank Ltd New Delhi branch in respect of a US$20 million external commercial borrowing facility availed by BILT Graphic Paper Products Ltd. DBS Bank Ltd is a leading financial services group in Asia, with over 200 branches across 15 markets. Partner Devidas Banerji led the transaction.

Maples and Calder is acting as Cayman Islands counsel to Baidu Inc in respect of its acquisition of mobile app-store operator 91 Wireless Websoft Ltd with a deal value estimated at US$1.9 billion. Baidu, listed on Nasdaq, is one of the largest internet-search companies in China. Partners Gareth Griffiths and Greg Knowles led the transaction. Davis Polk, led by partners Paul Chow, Miranda So and Howard Zhang, is also advising Baidu.

Milbank, Tweed, Hadley & McCloy has represented Japan Bank for International Cooperation and a group of commercial banks as underwriters in respect of the US$825 million bond issued by Ruwais Power Company, which owns the Shuweihat S2 plant. The 6 percent bonds, due in 2036, are part of a refinancing package that includes a US$780 million direct loan from JBIC along with a US$690 million commercial debt tranche. The entire output of the Shuweihat S2 facility is purchased by Abu Dhabi Water and Electricity Company. Partner John Dewar led the transaction.

Paul Hastings has represented China Rongsheng Heavy Industries Group Holdings Ltd, a leading HKSE-listed heavy industries group in the PRC with a focus on shipbuilding, offshore engineering, marine engine building and engineering machinery, in respect of its issuance of HK$1.4 billion (US$180.5m) 7 percent guaranteed convertible bonds due 2016. Partners Raymond Li and Vivian Lam led the transaction.

Rajah & Tann has advised a Singapore Bank in respect of the grant of a term loan facility to a Singapore company to part-finance the acquisition of the ordinary shares in the capital of another SGX-ST listed Singapore company involved in property development, engineering and leisure businesses. Partners Ng Sey Ming and Lee Weilin led the transaction.

Rajah & Tann has also advised a Singapore Bank in respect of the grant of a term loan facility to a British Virgin Islands company to finance the acquisition of shares in a coal mining company in Indonesia. Partners Ng Sey Ming and Lee Weilin also led the transaction which was completed on 27 June 2013.

Sidley Austin has acted as the US advisor to Yu Chuan Yih, Chairman of Board of Directors, President and Chief Executive Officer of LJ International, in respect of its delisting from Nasdaq. LJ International is a leading coloured gemstone and diamond jeweler with retail and wholesale businesses. Partner Joseph Chan led the transaction which was completed on 30 July 2013.

Skadden is advising Cheil Industries and Samsung Electronics in respect of an agreement, announced on 9 August 2013, to acquire a majority stake in Novaled AG, a world-class provider in OLED technologies and materials, in a transaction valuing Novaled at € 260 million (US$344.25m). Cheil Industries will acquire a stake of approximately 50 percent in Novaled whilst Samsung Electronics is going to acquire approximately 40 percent. The remaining stake of approximately 10 percent in Novaled is currently held by Samsung Venture Investment Corporation which will maintain its current shareholding. Novaled’s selling shareholders are a group of financial investors and individuals, including eCAPITAL entrepreneurial Partners AG, Zweite TechnoStart Ventures Fonds GmbH & Co KG, Omnes Capital, TechFund Europe Management SAS, Fraunhofer Gesellschaft and KfW, amongst others. Partners Matthias Horbach, Young Shin and Johannes Frey are leading the transaction. Sullivan & Cromwell, led by partners York Schnorbus and Michael DeSombre, is representing the shareholders of Novaled AG.

Slaughter and May Hong Kong has acted as English law counsel for Ratnakar Bank Ltd (RBL), one of India’s fastest growing private sector banks, in respect of their acquisition of RBS’s business banking, credit cards and residential mortgage businesses in India. The acquisition is subject to approvals from the Competition Commission of India. RBL was established in 1943 and is a US$2.5 billion domestic commercial bank with 131 branches and 217 ATMs across 11 Indian States. It offers services across five business sectors and serves more than five hundred thousand customers. Partners David Watkins and Laurence Rudge led the transaction whilst Luthra & Luthra Law Offices acted as lead counsel.

Weerawong, Chinnavat & Peangpanor has represented PACE Development Corporation Public Company Ltd, a major high-rise and luxury property developer in Thailand, in respect of their IPO and listing of investment units on the Stock Exchange of Thailand (SET). The offering involved 600 million shares set at US$0.11 per share and was valued up to US$70 million. Asia Plus Securities Plc, Country Group Securities Plc, and SCB Securities acted as the lead underwriters with seven co-underwriters, namely Globlex Securities, KGI Securities (Thailand) Plc, CIMB Securities (Thailand), Capital Nomura Securities Plc, Thanachart Securities Plc, Bualuang Securities Plc, and Finansia Syrus Securities Plc. The IPO started trading on the SET on 7 August 2013. Partner Peangpanor Boonklum led the transaction.

White & Case has advised Wing Lung Bank Ltd and Cathay United Bank in respect of a US$50 million financing for the privatisation of NYSE-listed Feihe International, one of the biggest producers of premium infant milk formula, milk powder, soybean, rice and walnut products in China. This is the first privatisation of a US-listed Chinese company that includes a simultaneously drawn onshore place-holder RMB loan and a cross-border inter-creditor arrangement with the main offshore financing. Partner John Shum, assisted by partner David Johansen, drove the transaction which closed on 27 June 2013.

WongPartnership is acting for the vendors, Robertson Quay Investment and The Gallery Hotel Pte Ltd, all controlled by the Ngo family, in respect of the over S$230 million (US$181.5m) sale of the Singapore River facing Gallery Hotel and accompanying business assets to RB Corp Pte Ltd, which is part of the RB Capital group. Partners Angela Lim and Ethel Yeo led the transaction.

WongPartnership has also acted for DBS Bank Ltd as the sole lead manager and book-runner in respect of the issue of S$50 million (US$39.5m) 5.25 percent fixed rate notes due 2016 by Perennial China Retail Trust Management Pte Ltd (in its capacity as trustee-manager of Perennial China Retail Trust) under its S$500 million (US$395m) multicurrency medium term note programme and guaranteed by Perennial China Retail Trust Management Pte Ltd. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.