Deals – December 2, 2015

Allen & Gledhill has also advised the Sunseap Group in respect of its partnership with Apple, under which Sunseap will supply solar energy to Apple in Singapore. Energy will be obtained from solar panels laid on the rooftops of more than 800 buildings in Singapore. This landmark arrangement is the first of its kind in South-east Asia and solidifies Sunseap’s unique position in the energy market. Partners Chiam Tao Koon, Tan Wee Meng and Loong Tse Chuan led the transaction.

Allens has advised the Federal Government in respect of a A$2 billion (US$1.45b) concessional loan for the second stage of Australia’s largest urban road project, WestConnex. The Commonwealth funding of the project represents a new model for Public-Private Partnerships in Australia, as it is the first major road project to receive concessional loan funding from the Federal Government. The funding will be drawn pro rata with but rank behind A$1.5 billion (US$1b) in private senior bank debt funding of the project. WestConnex is a 33km road project that will complete Sydney’s Orbital Road Network. It is Australia’s biggest urban road project, with a total value of approximately A$17 billion (US$12.35b) and is to be delivered in three stages over 10 years. Partner Phillip Cornwell led the transaction.

Appleby has acted as Cayman counsel for Jiyi Household International Holdings Ltd in respect of its 6 November 2015 listing on the Main Board and Growth Enterprise Market of the HKSE. Jiyi Household is an integrated building and home improvement materials and furnishing supplier in China which also offers interior design and engineering services. Majority of the approximately HK$83.8 million (US$10.8m) proceeds will be used to establish and operate a flagship mall in Meizhou, China. Hong Kong corporate partner Judy Lee led the transaction whilst Sidley Austin acted as Hong Kong counsel.

Appleby has also acted as Cayman counsel for China Candy Holdings Ltd in respect of its 11 November 2015 listing on the Main Board and Growth Enterprise Market of the HKSE. China Candy manufactures and sells candies, including jelly drop candies, aerated candies, hard candies and chocolate-made products. The listing raised approximately HK$75 million (US$9.7m), majority of which will be used to expand production capacity, strengthen brand recognition and develop new brands and series for market position enhancement. Hong Kong corporate partner Judy Lee also led the transaction whilst Loong & Yeung acted as Hong Kong counsel.

Baker & McKenzie has advised Dutch pension asset manager APG Asset Management NV in respect of its establishment of a joint venture platform with logistics developer, owner and operator e-Shang and its Seoul-based subsidiary Kendall Square Logistics Properties (KSLP). The JV will develop and own a portfolio of institutional-grade, modern logistics real estate assets across South Korea and will initially be capitalized with equity commitments totalling US$500 million with an option to upsize the JV to a total capitalization of US$1 billion. Canada Pension Plan Investment Board (CPPIB) joined APG to form the JV with e-Shang. e-Shang and KSLP have identified a pipeline of development opportunities in the Seoul and Busan Metropolitan Areas and have already secured two assets in the Seoul region that will be used to seed the JV. The JV will target to own a portfolio of logistics real estate assets with an aggregate gross floor area of over 1.5 million square meters in the next several years. Hong Kong corporate partner and head of Hong Kong/China investment funds group Jason Ng, assisted by partner Steven Sieker, led the transaction.

Christopher and Lee Ong, a member firm of the Rajah & Tann Asia network is acting for Integrax Berhad and its board in respect of the offer by Tenaga Nasional Berhad (TNB) to take over Integrax. A public limited company listed on the Main Market of Bursa Malaysia Securities Berhad, Integrax currently operates the Lekir Bulk Terminal (LBT) and the Lumut Maritime Terminal (LMT). LBT handles mainly coal for TNB’s current 2,100 MW power plant in Manjung, Perak, Malaysia while LMT handles dry and liquid bulk. Partners Christopher Lee and Yon See Ting are leading the transaction which is valued at approximately RM761 million (US$180m), based on the revised offer price of RM3.25 per share(US$0.77).

Clifford Chance has advised Sumitomo Corp in respect of its sale with Vale of the Isaac Plains Coal Project in Queensland, Australia to Stanmore Coal. Vale has held 50 percent of the project for some time, with Sumitomo Corp buying the other 50 percent in 2012 for US$430 million. Mining operations at the project site had recently ceased and the project is in care and maintenance. Partner Mark Pistilli led the transaction.

Cyril Amarchand Mangaldas has advised Redpoint Investments Pte Ltd, an affiliate of KKR India Advisors Private Ltd, in respect of its acquisition of a significant controlling stake in Avendus Capital Private Ltd by way of subscription to fresh issue of shares and purchase of existing shares from promoters, existing private equity investors EastgAte GEMS SPV4-S and Americorp Ventures Ltd and certain other minority shareholders. Bangalore partner Reeba Chacko, supported by partners Ipsita Dutta and Nisha Kaur Uberoi, led the transaction which is expected to be completed by February 2016. KKR India Advisors Private Ltd was also advised by Simpson Thatcher & Bartlett and Ropes & Grey on FCPA matters and by Deloitte Haskins on tax matters.

Davis Polk has advised the joint lead managers in respect of CSCEC Finance (Cayman) I Ltd’s Regulation S only offering of US$500 million 2.95 percent notes due 2020 unconditionally and irrevocably guaranteed by China State Construction Engineering Corp Ltd (CSCEC). One of the world’s largest construction and real estate conglomerates, CSCEC has the longest history of specialized operations and market-oriented management in the PRC. It focuses on building construction, real estate development and investment, infrastructure construction and investment, and engineering design and survey. Corporate partner Paul Chow led the transaction.

Davis Polk has also advised the joint lead managers in respect of a Rule 144A/Regulation S offering of US$700 million 3.25percent notes due 2025 by SP PowerAssets Ltd under its US$8 billion global medium-term notes program. SP PowerAssets is a wholly-owned subsidiary of Singapore Power Ltd, which is in turn wholly-owned by Temasek Holdings (Private) Ltd. SP PowerAssets is the sole provider of electricity transmission and distribution services in Singapore and owns and maintains the electricity transmission and distribution network that delivers power to substantially all electricity consumers in Singapore. Corporate partner James C Lin, supported by partner John D Paton, led the transaction.

DLA Piper has represented the Canada Pension Plan Investment Board (CPPIB) in respect of the joint establishment of a US$500 million Korean logistics development platform with APG Asset Management, Korean developer, owner and operator e-Shang and its subsidiary Kendall Square Logistics Properties (KSLP). The deal includes an option to increase the size of the total equity commitment in the joint venture to US$1 billion. The JV will develop and own a portfolio of institutional-grade, modern logistics assets across South Korea. This is the first time that CPPIB and JV partner APG Asset Management have invested into the logistics sector in South Korea. Head of Real Estate Asia-Pacific Susheela Rivers led the transaction. Allen & Overy acted for e-Shang whilst Baker & McKenzie acted for APG Asset Management.

J Sagar Associates has advised Reliance Capital Ltd in respect of the sale of 23 percent stake in Reliance Life Insurance Company Ltd (R-Life) to Nippon Life Insurance Company (NLI) for approximately INR22.6 billion (US$340m). NLI previously held 26 percent in R-Life. With this stake sale, NLI has become a co-promoter of R-Life. Partners Dina Wadia and Gautam Gandotra led the transaction. NLI was advised by Anderson Mori & Tomotsune and Khaitan & Company.

J Sagar Associates has acted as Indian counsel to Societe De Promotion Et De Participation Pour La Cooperation Economique (Proparco), India Agri Business Fund Ltd (Rabo PE) and The Real Trust as investor selling shareholders in respect of Prabhat Dairy Ltd’s IPO of approximately 31.74 million equity shares at INR115 (US$1.73) each. Global coordinators and book-running lead managers to the issue were Edelweiss Financial Services Ltd and Macquarie Capital Securities (India) Private Ltd whilst the book-running lead manager was SBI Capital Markets Ltd. This is a partial exit of Proparco and Rabo as selling shareholders in the IPO. Partners Somasekhar Sundaresan, Aashit Shah, Arka Mookerjee and Sunil Jain led the transaction whilst Cyril Amarchand Mangaldas acted as Indian counsel.

Maples and Calder has acted as BVI counsel to HNA Tourism Finance II Ltd in respect of its issue of CNY200 million (US$31.26m) 8 percent notes due 2017. The notes are guaranteed by HNA Tourism Group Co, a leading travel group in the PRC focusing on providing integrated travel services to its customers. Partner Jenny Nip led the transaction whilst Clifford Chance acted as Hong Kong counsel. King & Wood Mallesons acted as PRC counsel to ABCI Capital Ltd as the sole lead manager.

Maples and Calder has also acted as BVI counsel to Huarui Investment Holding Company Ltd in respect of its issue of CNY1.500 billion (US$234.4m) 5.25 percent bonds due 2018 unconditionally and irrevocably guaranteed by Zhuhai Huafa Group Co Ltd. The bonds are listed on the HKSE. Zhuhai Huafa Group and its subsidiaries are a large state-owned conglomerate in the PRC focused on property development in Zhuhai. Partner Jenny Nip also led the transaction. Mayer Brown JSM acted as Hong Kong counsel to the issuer and Zhuhai Huafa Group. Linklaters acted as Hong Kong counsel for the joint lead managers composed of Credit Suisse (Hong Kong) Ltd, ABCI Capital Ltd, Agricultural Bank of China Ltd, ICBC International Securities Ltd, ICBC Singapore, ICBC Sydney, Bank of China Ltd, Hani Securities (HK) Ltd and Huajin Securities (International) Ltd.

Rajah & Tann has acted as lead and Singapore counsel for Surbana International Consultants Pte Ltd in respect of the private acquisition of all the ordinary shares in the capital of KTP Consultants Pte Ltd. One of the leading civil engineering firms in Singapore with 300 employees across Singapore, China, Malaysia, the Middle East and the Philippines, KTP Consultants has more than 40 years of experience in engineering and project management. It has undertaken engineering works for Project Jewel, W Hotel, the Thomson MRT line’s Outram Park station and the super high-rise condo project Altez, among others. Partner Tracy Ang led the transaction.

Shardul Amarchand Mangaldas & Co has advised Videocon Telecommunications Ltd (VTL) in respect of the structuring of the proposed spectrum trading transaction under which VTL proposed to undertake spectrum trading with prospective bidders of access licenses, in accordance with the Guidelines for Trading of Access Spectrum by Access Service Providers issued by the Department of Telecommunications on 12 October 2015. Executive chairman Shardul Shroff and partners Vidyut Gulati and Asim Abbas led the transaction.

Shardul Amarchand Mangaldas & Co has also advised Grofers Group in respect of the US$120 million investment by SoftBank Group, Tiger Global, Apoletto Asia and Sequoia Capital. As a part of the transaction, Grofers Singapore Pte Ltd, part of Grofers Group which owns and operates the hyper-local grocery and fresh food delivery platform ‘Grofers’ in India, received US$120 million Series D round of investment led by SoftBank Group and also saw the existing investors, such as Tiger Global, Apoletto Asia and Sequoia Capital, making further investments into the company by subscription of redeemable preference shares of the company. The firm had earlier also advised the Grofers Group in its Series C fund round of investment from the existing investors. Partner Puja Sondhi led the transaction which closed on 30 November 2015. Morrison & Foerster advised SoftBank Group whilst Cyril Amarchand Mangaldas acted as lndian counsel. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian acted for Tiger Global whilst Themis Associates advised Sequoia Capital.

Shook Lin & Bok is acting for Lone Star Funds in respect of the approximately ¥44.66 billion (US$363.4m) purchase of all of Saizen REIT’s real-estate assets in Japan by TMK Triangle, a Japanese affiliate of Lone Star Real Estate Fund IV and Lone Star Funds. Partners Ho Ying Ming, Tan Woon Hum, David Chong and Andrea Ng are leading the transaction which is an unprecedented landmark sale of an entire portfolio by a Singapore-listed REIT.

Skadden is representing the controlling shareholders of HKSE-listed Ourgame International Holdings Ltd in respect of their sale, together with a pre-IPO investor, of an approximately 29 percent aggregate stake in Ourgame to Beijing iRena Culture, a sports services company listed on China’s “New Third Board”, for approximately US$178 million. Partner Christopher Belts is leading the transaction which was signed on 24 November 2015.

Skadden is also representing HKSE-listed Capital Environment Holdings Ltd in respect of an agreement to acquire 51 percent of the issued share capital of BCG NZ Investment Holding Ltd for US$230 million. Capital Environment is a leading provider of comprehensive waste management solutions and environmental infrastructure services in China. BCG NZ Investment owns New Zealand’s largest waste management business, providing services ranging from collection, recycling and waste disposal to hazardous and industrial waste treatment in New Zealand. Partner Christopher Belts is also leading the transaction which was announced on 26 November 2015.

Sullivan & Cromwell is representing G-Resources Group Ltd (Hong Kong) in respect of its sale and purchase agreement with a consortium led by EMR Capital (Australia) and Farallon Capital (US) pursuant to which G-Resources has agreed to dispose of its interest in the Martabe gold and silver Mine in Indonesia and certain of its subsidiaries for US$775 million. Hong Kong corporate partners Kay Ian Ng and Michael G DeSombre and London tax partner Michael T McGowan are leading the transaction which was announced on 23 November 2015.

Sullivan & Cromwell is also representing Goldman Sachs Principal Investment Area (Hong Kong), as part of an investor group, in respect of its investment in a Series C equity financing of approximately US$200 million of TutorGroup (China). Corporate partner William Y Chua (Hong Kong), tax partner S Eric Wang (New York) and regulatory partners Whitney A Chatterjee (New York) and Eric J Kadel Jr (Washington DC) are leading the transaction which was announced on 18 November 2015.

Trilegal has advised Mitsui & Co Ltd in respect of its INR343 crores (US$51.6m) investment in Naaptol Online Shopping Private Ltd, a company which operates home shopping television channels and also runs the e-commerce platform Naaptol.com. Post the current investment round, Mitsui’s stake in Naaptol has increased from 5 percent to 20 percent. Partner Kunal Chandra led the transaction which closed on 28 October 2015.

Trilegal is also advising Vanguard International Growth Fund and Vanguard Variable Insurance International Portfolio, funds advised by Baillie Gifford & Co, in respect of their investment in ANI Technologies Private Ltd (Ola Cabs). Partners Nishant Parikh, Himanshu Sinha and Gautam Singh are leading the transaction whilst Ropes and Gray is acting as US counsel. IndusLaw is advising ANI Technologies.

Wong & Partners, Baker & McKenzie’s member firm in Malaysia, has advised Multi-Color Corp (MCC) in respect of its takeover via a voluntary general offer, thru its indirectly wholly-owned subsidiary MCC LABL2 Netherlands BV, of Super Enterprise Holdings Berhad (SEHB). MCC had subsequently obtained more than 90 percent of the voting shares of SEHB. SEHB was successfully delisted from the official list of Bursa Malaysia Securities Berhad on 18 September 2015. The transaction was led by partners Brian Chia and Yong Hsian Siong.

Wong & Partners, Baker & McKenzie’s member firm in Malaysia, has also advised Hewlett Packard Multimedia Sdn Bhd, Hewlett Packard (M) Sdn Bhd and Hewlett Packard Corp (M) Sdn Bhd, all indirectly wholly-owned subsidiaries of Hewlett-Packard Company (HP), in respect of the separation of its printing and personal systems business in Malaysia to HP PPS Multimedia Sdn Bhd, HP PPS Sales Sdn Bhd and HP PPS Malaysia Sdn Bhd, respectively. This is part of HP’s worldwide strategy to separate its group into one comprising of their enterprise technology infrastructure, software and services business and one comprising of HP’s printing and personal systems business. The separation is a strategic step to provide each business group with the focus, financial resources and flexibility to adapt quickly to market and customer dynamics while generating long-term value for shareholders. The transaction was led by partners Brian Chia and Stephanie Phua.

WongPartnership is acting for Tiger Airways Holdings Ltd in respect of the approximately S$453 million (US$321.8m) voluntary conditional general offer by Singapore Airlines Ltd for all the issued ordinary shares in Tiger Airways other than those already owned or agreed to be acquired by Singapore Airlines. Joint managing partner Rachel Eng and partners Andrew Ang, Mark Choy and Tan Sue-Lynn are leading the transaction.

WongPartnership is also acting for SATS Investments Pte Ltd, a wholly-owned subsidiary of SATS Ltd, in respect of its conditional offer for 49 percent of the total issued and fully paid-up ordinary shares in Brahim’s Airline Catering Holdings Sdn Bhd, which owns 70 percent of Brahim’s Airlines Catering Sdn Bhd, with the remaining 30 percent held by Malaysia Airlines Berhad. Partner Annabelle Yip is leading the transaction.