Deals – 22 October 2014

Allen & Gledhill has advised Bayfront Development Pte Ltd and Keppel Land Properties Pte Ltd in respect of the S$1.24 billion (US$977.56m) divestment of the one-third interest in Marina Bay Financial Centre Tower 3 by Bayfront to RBC Investor Services Trust Singapore Ltd, in its capacity as trustee of Keppel REIT. Partners Penny Goh, Christian Chin and Christine Chan led the transaction.

Allen & Gledhill has also advised CIMB Bank Berhad as arranger in respect of the establishment of a S$1 billion (US$788.2m) multicurrency medium term note programme by United Energy Financing (Bermuda) Ltd (UEF). Under the programme, UEF issued S$100 million (US$78.8m) 6.85 percent notes due 2016. CIMB was appointed arranger of the program and sole lead manager of the notes. Partners Glenn Foo and Sunit Chhabra led the transaction.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised Sumitomo Corp Japan and SMAS Auto Leasing India Private Ltd (SMAS India) in respect of the transfer of the operating lease business of cars by Carzonrent India Private Ltd (COR) to SMAS India, a joint venture company between Sumitomo Corp and Sumitomo Mitsui Auto Service Company Ltd. The firm also assisted in the incorporation of SMAS India and certain secretarial and legal compliances. The acquisition of the operating lease business of COR forms part of Sumitomo group’s expansion plans in the Asia-Oceania region after establishing its presence in Australia and Thailand. Partner Puja Sondhi and principal associates Ramanuj Gopalan, Amit Singhania and Mekhla Anand led the transaction. Kochhar & Co advised COR. Anderson, Mori & Tomotsune acted as foreign legal advisor to Sumitomo group.

Appleby has acted as Cayman counsel for SDM Group Holdings Ltd in respect of its listing on the Growth Enterprise Market of the HKSE on 14 October 2014, with net proceeds of approximately HK$26.1 million (US$3.36m). SDM is one of the largest dance institutions for children in Hong Kong. It offers a wide range of dance courses for children under the brand ‘‘SDM Jazz & Ballet Academie’’. SDM will use majority of the proceeds to expand its network by opening and/or acquiring four to six dance centres, to repay bank loans and for general working capital. Judy Lee, corporate partner in the Hong Kong office, led the transaction whilst Sidley Austin advised as to Hong Kong law. Robertsons advised the sponsors and underwriters as to Hong Kong law.

Appleby has also acted as Cayman counsel for Hin Sang Group (International) Holdings Co Ltd in respect of its listing on the Main Board of the HKSE on 16 October 2014, raising gross proceeds of approximately HK$240 million (US$30.9m). The offering is approximately 860 times oversubscribed, ranking fifth among all oversubscription listings in Hong Kong in 2014 as of today. Hin Sang is principally engaged in developing, marketing, selling and distributing a wide variety of personal care products, health care products and household products under various brands. Business operations are mainly based in Hong Kong but it has distributors in the PRC, Taiwan and Macau. Hin Sang will use majority of the net proceeds to explore business collaboration opportunities with new brand proprietors and to expand its sales and distribution network. The remaining proceeds will be used to enhance marketing and promotion activities in China, to expand the product portfolio and for general working capital. Judy Lee, corporate partner in the Hong Kong office, led the transaction whilst Hastings & Co and Chak & Associates advised as to Hong Kong law, Zhong Lun Law Firm advised as to PRC law and TIPLO Attorneys-at-Law advised as to Taiwan law. TC & Co advised the sponsors and underwriters.

AZB & Partners has advised PI Opportunities Fund – I – Financial Software and Systems Private Ltd (part of the Premji Invest group) in respect of Premji Invest’s acquisition, through a combination of a primary and a secondary acquisition of securities, of approximately 20 percent of the fully diluted shareholding of Financial Software and Systems Private Ltd (FSS). This is the fourth round of funding for FSS, a Chennai-based leading payments-processing and technology company. Partner Srinath Dasari led the transaction which was valued at approximately US$54 million and is yet to be completed.

AZB & Partners has also advised Viscas Corp and Sterlite Technologies Ltd in respect of an agreement under which Sterlite will acquire 49 percent in a company engaged in the manufacturing, distribution and sale of power cables. Sterlite’s shares are listed with the Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd. Viscas is a leading Japanese company specializing in providing power transmission and distribution systems solutions globally. Partner Yashwant Mathur led the transaction which was announced on 30 September 2014.

Cheung & Lee, in association with Locke Lord (HK), has represented HKSE-listed Realord Group Holdings Ltd (formerly known as Cheong Ming Investments Ltd) in respect of its HK$158.8 million (US$20.47m) rights issue. Dealings in full-paid rights shares commenced on the HKSE on 16 October 2014. Hong Kong managing partner Wing Cheung led the Locke Lord team.

Clayton Utz is advising the Salteri family and its private investment vehicle Olbia Pty Ltd in respect of the divestment of Tenix Holdings Australia Pty Ltd for A$300 million (US$264.57m). Downer EDI has agreed to acquire all of the shares in Tenix. Corporate partner Karen Evans-Cullen is leading the transaction. Ashurst is advising Downer EDI.

Clifford Chance has advised HOPU Investment Management Co Ltd as sponsor in respect of a consortium of approximately US$231 million to invest in Sinopec Marketing Co Ltd, the refined oil retail subsidiary of China Petroleum and Chemical Corp, which operates more than 30,000 petrol stations and 23,000 convenience stores in China. The HOPU consortium, along with 24 other domestic and foreign investors, will subscribe for a 29.99 percent interest in Sinopec Marketing for approximately US$17.4 billion. Other key investors in Sinopec Marketing include Fosun International and ENN Energy Holdings. Beijing corporate partner Ying White and Terence Foo led the transaction.

Clifford Chance has also advised GDF Suez Nareva and Mitsui as sponsors in respect of the US$2.6 billion 18-year financing of a 1,386 MW ultra-supercritical coal-fired independent power project near the port of Safi, Morocco. The power plant will represent approximately 20 percent of Morocco’s installed capacity and provide substantial employment and development opportunities to the local community. The Moroccan state body, l’Office National de l’Electricité et de l’Eau Potable (ONEE), will be the sole offtaker from the plant under a 30-year power purchase agreement. The project features a diverse lending group, with Japanese export credit agencies JBIC and NEXI providing direct and covered loans, respectively, eight international banks, two Moroccan banks and a structured Islamic tranche provided by the Islamic Development Bank representing the first multi-tranche cross-border Islamic financing into Morocco. The project will be the first in Africa to use ultra-supercritical technology, which is characterised by optimal environmental performance and higher efficiency compared to conventional plants. Paris-based partner Anthony Giustini, supported by partners Jonathan Lewis, Ross Howard (Tokyo), Qudeer Latif (Dubai), Mustapha Mourahib (Casablanca), Lounia Czupper (Brussels), David Metzger (London) and Masayuki Okamoto (Tokyo), led the transaction.

Clyde & Co has advised DOT Holdings AS in respect of the establishment of a joint venture in Singapore with Pacific Radiance Ltd. The JV company will be engaging in the business of owning and chartering offshore support vessels. DOT Holdings AS is a strategic partnership JV company between Norwegian-listed company Oceanteam Shipping AS (an offshore shipping company specialising in the business of owning, chartering and managing Deepwater Offshore Construction Service – and Pipe Lay Vessels and Fast Support Vessels) and Oil & Gas Services Maritime BV. SGX-listed Pacific Radiance owns and operates over 130 high end offshore support vessels with world-wide operations. Partners Ian Stewart and Chris Metcalf led the transaction.

Colin Ng & Partners has acted for SGX Mainbord-listed Aztech Group Ltd, whose businesses include, inter alia, food business since 2010, in respect of the acquisition of the business of Kay Lee Roast Meat Joint, which is known for its roast duck, roast meat, barbeque pork and other cooked food, and the property known as 125 Upper Paya Lebar Road, Singapore 534838, where the business is currently located. Partners Pradeep Kumar Singh and Hope Wee led the transaction.

Davis Polk has advised the representatives of the underwriters in respect of the IPO on NASDAQ by MOL Global Inc and certain selling shareholders of 13.5 million American depositary shares, each representing one ordinary share of MOL, for total proceeds of US$169 million. One of the selling shareholders has granted the underwriters an option to purchase an additional up to more than 2 million ADSs. Based in Kuala Lumpur, Malaysia, MOL is the largest e-payment enabler for online goods and services in Southeast Asia by payment volume. It operates a payments platform that facilitates online and mobile commerce for consumers in emerging and other markets by providing a vast network of payment channels that accept payment using cash and online methods. Its physical distribution network comprises more than 970,000 physical locations in 13 countries across four continents. MOL is the first Malaysia-based company to be listed in the US. Partners James C Lin and John D Paton led the transaction. MOL was advised by Skadden, Arps, Slate, Meagher & Flom as to US law, Wong & Partners as to Malaysian law, Maples and Calder as to Cayman Islands law, Baker & McKenzie as to matters of Thai law, Yuksel Karkin Kucuk Avukatlik Ortakligi as to Turkish law and Hasipoğlu-Akbilen & Partners as to Northern Cyprus law. The underwriters were advised by Adnan Sundra & Low as to Malaysian law.

Davis Polk has also advised the initial purchasers, composed of Haitong International Securities Company Ltd, BOCI Asia Ltd, BNP Paribas Hong Kong Branch, Credit Suisse (Hong Kong) Ltd and another investment bank, in respect of an RMB600 million (US$98m) Regulation S only offering by Times Property Holdings Ltd of its 10.375 percent senior notes due 2017 to be consolidated and form a single class with its RMB900 million (US$147m) 10.375 percent senior notes due 2017 on 16 July 2014. Headquartered in Guangzhou, HKSE-listed Times Property Holdings is one of the leading property developers in Guangdong Province focusing on the development of mid-market to high-end residential properties. Partner William F Barron led the transaction whilst King & Wood Mallesons advised as to PRC law. Times Property Holdings was advised by Sidley Austin as to US and Hong Kong laws, Commerce & Finance Law Offices as to PRC law and Appleby as to Cayman Islands and British Virgin Islands law.

ELP has advised Express Clinics Private Ltd, its promoters and its shareholders Somerset Indus Healthcare Fund I and Lotus Management Solutions in respect of DaVita Healthcare Partners’ investment in Express Clinics by acquiring a 49 percent stake of the share capital in the company. Express Clinics provides quality healthcare services and creates a branded chain of clinics across major metros, Tier I and Tier II towns of India. Partner Sujjain Talwar and associate partner Vinayak Burman led the transaction which closed on 1 October 2014. AZB & Partners advised DaVita.

Gide has advised NYSE-listed Nord Anglia Education Inc in respect of its acquisition of Northbridge International School Cambodia situated in the Cambodian capital of Phnom Penh. Nord Anglia Education is the leading international operator of premium schools. With this transaction, Nord Anglia Education now owns 31 schools across China, Europe, the Middle East, Southeast Asia and North America. Hong Kong partner Gilles Cardonnel led the transaction whilst Bun & Associates acted as Cambodia local counsel.

J Sagar Associates has advised Bay Capital Investment Managers Private Ltd and the promoters of Sterling Holiday Resorts (India) Ltd in respect of the sale to Thomas Cook Group of their shareholding in Sterling Holiday Resorts (India) Ltd, a company engaged in time share and resorts and the holiday excursions business. M&A partners Sandeep Mehta and Rajesh Pal led the transaction. Thomas Cook Group was represented by AZB & Partners.

J Sagar Associates has also advised Nielsen India Private Ltd, a Nielsen Group Company, in respect of its acquisition of 100 percent ownership of Indicus Analytics Private Ltd from its promoter shareholders. Indicus Analytics is engaged in the business of economic analytics and data products. M&A partner Sandeep Mehta led the transaction. The promoter shareholders of Indicus Analytics were represented by BG Jeffreys Consulting senior partner RC Gupta and Rajeev Goel & Associates proprietor Rajeev Goel.

Khaitan & Co has also advised Emami Biotech Ltd in respect of its acquisition of Rasoi Ltd’s brand “Rasoi” and its variations. The acquisition involved assignment of various intellectual properties (including trademarks and copyrights) in favour of Emami Biotech. A part of the Emami Group, Emami Biotech is an Indian producer of food products. Senior partner Pradip Kumar Khaitan and partner Haigreve Khaitan led the transaction with assistance from partner Adheesh Nargolkar.

Latham & Watkins has advised the Asian Development Bank in respect of the initial US$50 million financing, by way of a term loan, for the exploration of the geothermal resources fields in the Rantau Dedap geothermal working area in the Muara Enim, Lahat and Pagaralam Regencies, South Sumatera Province, Indonesia. The project company, PT Supreme Energy Rantau Dedap, is a joint venture between Marubeni Corp, Electrabel SA (a subsidiary of GDF Suez) and PT Supreme Energy. The proposed 240MW project is one of the pioneer new generation geothermal power projects being developed under Indonesia’s new geothermal regulations and the Fast Track 2 program to develop 11,144 MW of new capacity in the country. Partners Joseph Bevash and Clarinda Tjia-Dharmadi in Tokyo and Singapore, respectively, led the transaction.

Maples and Calder has acted as British Virgin Islands legal counsel to Xingtao Assets Ltd in respect of its issue of €300 million (US$485.2m) 3.3 percent notes due 2022, unconditionally and irrevocably guaranteed by HKSE-listed Fosun International Ltd. The notes are listed on the Irish Stock Exchange. Partner Greg Knowles led the transaction whilst Maples and Calder Dublin acted as Irish Stock Exchange listing agent and Latham & Watkins acted as counsel. Davis Polk & Wardwell acted as US counsel to the initial purchasers.

Maples and Calder has also acted as British Virgin Islands counsel to Bohai General Capital Ltd in respect of its issue of RMB1 billion (US$163.3m) 6.4 percent bonds due 2017. The bonds are unconditionally and irrevocably guaranteed by Bohai Steel Group Co Ltd and are listed on the HKSE. Partner Greg Knowles also led the transaction whilst Deacons acted as Hong Kong counsel. Linklaters acted as Hong Kong counsel to the joint lead managers and the trustee.

Milbank, Tweed, Hadley & McCloy has acted as international counsel to Pan Asia Majestic Eagle Ltd (PAMEL), an independent provider of telecommunications infrastructure in Myanmar, in respect of the first ever non-recourse, cross-border financing in Myanmar. The agreement provides US$85 million financing to support a roll-out of telecom tower site infrastructure in Myanmar. This first-of-its-kind facility was arranged by DBS Bank, ING Bank, OCBC Bank, Standard Chartered Bank and Sumitomo Mitsui Banking Corp which provided the financing directly to PAMEL, a Myanmar borrower. ING Bank in Singapore is acting as the facility agent and offshore security agent whilst CB Bank in Myanmar is acting as the onshore security agent. Myanmar, formerly isolated from the global markets, re-establishes and modernizes its banking and capital markets presence. It is also expected to spur similar infrastructure development across Myanmar’s telecommunications sector, which is poised for rapid expansion. PAMEL, headquartered in Yangon, was established in 2013 to serve as an independent provider of passive telecommunications infrastructure to support the rapid modernization of Myanmar. The focus of PAMEL’s current roll-out is the construction of over 1,250 towers for Ooredoo Myanmar, as part of Ooredoo’s provision of 3G mobile communications services nationwide across the country. Singapore-based partner Giles Kennedy led the transaction whilst VDB-Loi, led by Edwin Vanderbruggen, acted as local Myanmar counsel.

Rodyk & Davidson is acting for E2-Capital Holdings Ltd, a company listed on the Catalist bourse of the SGX-ST, in respect of its proposed acquisition of a property development group that is engaged in property development in the Iskandar region of Johor Bahru, Malaysia. The transaction, when completed, will result in a reverse takeover of the company. The transaction value is approximately S$428 million (US$337.2m). Corporate partner Kenneth Oh, supported by partner Barry Koh, is leading the transaction.

Rodyk & Davidson has also advised TEE Land Ltd in respect of its establishment of a S$250 million (US$197m) multicurrency medium term note programme. United Overseas Bank Ltd and DMG & Partners Securities Pte Ltd were appointed as joint lead arrangers and dealers with regard to the establishment of the programme. Corporate partners Valerie Ong and Au Yong Hung Mun led the transaction.

Simpson Thacher has represented Goldman Sachs as sole sponsor, sole global coordinator and sole book-runner in respect of the Hong Kong IPO and Rule 144A/Regulation S offering by Hua Hong Semiconductor Ltd. Hua Hong sold approximately 228.7 million ordinary shares in the offering (before greenshoe) and raised gross proceeds of approximately HK$2.57 billion (US$331.3m). Hua Hong is a global, leading pure-play 200mm foundry headquartered in Shanghai. It is the second largest pure-play 200mm foundry and the sixth largest pure-play foundry worldwide. Chris Wong, Chris Lin and Rob Holo led the transaction.

Simpson Thacher has also represented the underwriters led by Deutsche Bank Securities Inc, Barclays Capital Inc and Credit Suisse Securities (USA) LLC in respect of the offering by Trina Solar Ltd of US$115 million principal amount of 4 percent convertible senior notes due 2019 pursuant to Rule 144A and Regulation S, which included the exercise in full of the option to purchase an additional US$15 million principal amount of the notes granted by Trina Solar. The firm also represented the underwriters in connection with a concurrent offering of approximately 10.33 million American depositary shares, representing approximately 516.7 million ordinary shares of Trina Solar. Of the ADSs offered, approximately 2.5 million were offered and sold by Trina Solar at US$11.75 per ADS with total proceeds of approximately US$29.4 million to Trina Solar, and approximately 7.8 million ADSs were loaned by Trina Solar to affiliates of the lead underwriters of Trina Solar’s concurrent notes offering. In addition, the firm represented affiliates of the lead underwriters in the notes offering in connection with ADS borrow transactions with Trina Solar. These transactions are intended to facilitate privately negotiated transactions or short sales by which investors in the notes will hedge their investment the notes. Trina Solar is an integrated solar power products manufacturer based in China. Its ADSs of Trina Solar are listed and traded on the NYSE. Chris Lin, Joyce Xu and Rob Holo led the transaction.

Tay & Partners has advised Messrs Kelvin Chia Partnership as the transaction solicitors in respect of a disposal of the steel fabrication facility by Yongnam Engineering Sdn Bhd, a wholly-owned subsidiary of SGX-listed Yongnam Holdings Ltd, for RM153.5 million (US$47m). The steel fabrication facility will be leased back to Yongnam Engineering Sdn Bhd for 15 years. Managing partner Tay Beng Chai and partner Teo Wai Sum led the transaction.

WongPartnership has acted for Chinese sovereign wealth fund China Investment Corp in respect of its sale via block trade of an approximately 4.5 percent stake in Noble Group Limited for S$396 million (US$312m). Partners Gerry Gan and Milton Toon led the transaction.

WongPartnership has also acted for Credit Suisse (Singapore) Ltd as sole lead manager and book-runner in respect of the issuance by Hyflux Ltd of S$175 million (US$137.9m) 4.8 percent perpetual capital securities. Partner Goh Gin Nee led the transaction.