Deals – March 30, 2016

Appleby has acted as Cayman counsel to K H Group Holdings Ltd in respect of its listing on the Main Board of the HKSE on 18 March 2016, with gross proceeds of approximately HK$95 million (US$12.2m). K H Group has provided foundation services in Hong Kong for over 30 years. The foundation works undertaken by the group mainly include ELS (excavation and lateral support) works, pile cap construction, socketed H-piling, driven H-piling, large diameter bored piling and mini piling. Majority of the proceeds will be used to operate prospective foundation projects, to hire additional staff and to purchase machinery and equipment. Hong Kong corporate partner Judy Lee led the transaction whilst Stephenson Harwood acted as Hong Kong counsel. Francis Chan & Co, in association with Addleshaw Goddard, acted as Hong Kong counsel to the sponsors and underwriters.

AZB & Partners has advised Bharti Airtel Ltd in respect of a definitive agreement, thru its subsidiary Airtel Tanzania Ltd, for the sale of approximately 1,350 of its communications towers in Tanzania to American Tower Corp (ATC). Under the agreement, ATC may acquire up to approximately 100 additional sites currently in development for an additional consideration. Airtel will be the anchor tenant on the portfolio under a lease with a 10-year initial term. Partners Gautam Saha and Amrita Patnaik are leading the transaction which was signed on 17 March 2016 and is expected to close in the first half of 2016, subject to customary closing conditions and regulatory approvals.

Cyril Amarchand Mangaldas has advised JPMorgan Asset Management (Asia) Inc and its affiliates in respect of the sale of JPMorgan’s (mutual fund) asset management business in India to Edelweiss Mutual Fund. The transaction involves transfer of all the schemes of JPMorgan Mutual Fund and employees of JPMorgan Asset Management Company, subject to SEBI and CCI approval. The deal involved an auction process and parallel negotiations with multiple bidders in a very tight timeframe. JP Morgan was the investment banker to JPMorgan Asset Management. Mumbai corporate partner Ashwath Rau and corporate partner designate Anu Tiwari, supported by Bangalore employment law partner Rashmi Pradeep and Mumbai competition law partner Nisha Kaur Uberoi , led the transaction which was signed on 22 March 2016 and is subject to regulatory approvals.

ELP has advised Google Capital in respect of its investment, with participation from existing investor Hillhouse Capital, in Girnar Software, the parent company of auto portals CarDekho.com, Gaadi.com and Zigwheels.com. Google Capital is one of the most respected growth equity investors in the world. The latest investment follows a US$50 million funding round led by Hillhouse Capital, with participation from Sequoia Capital and Tybourne Capital. The new funding will be used to further bolster technology, R&D and expansion within and outside of India. Having launched its services beyond India with the launch of CarBay.com in Malaysia, Thailand, Vietnam, Philippines and Indonesia, Girnar Software will be looking to consolidate its presence in India as well as other emerging economies in Asia and the Middle East. Partner Suhail Nathani led the transaction which was announced on 21 March 2016.

Herbert Smith Freehills has advised Silk Road Fund in respect of the €1.09 billion (US$1.22b) acquisition of an approximately 9.9 percent stake in Russia’s key new LNG project based in South Tambeyskoye gas field from Novatek, Russia’s largest independent natural gas producer. The Yamal LNG project involves the exploration and exploitation of the South Tambeyskoye field in the Yamal peninsula in northwest Siberia, the construction and operation of an LNG liquefaction plant, and a port to transport gas to the market. Novatek retains a 50.1 percent interest whilst Total and China National Oil & Gas Exploration and Development Corp are the other co-investors. The deal was signed on 12 December 2015 and closed on 15 March 2016, following approvals from the Chinese and Russian governments, and is structured as a combination of both an equity investment and a 15-year loan financing, which closed in December 2015. Partners Monica Sun (Beijing) and Danila Logofet (Moscow) led the transaction. Local advice was provided by the firm’s alliance partner Prolegis in Singapore and by Michael Kyprianou & Co in Cyprus.

J Sagar Associates has advised HealthEnablr India Private Ltd in respect of its fund raise from a set of private investors. This is the seed round of funding and HealthEnablr proposes to raise another round in the next 12-18 months. HealthEnablr is a data-driven tele-healthcare company assisting patients in connecting with healthcare services and practitioners worldwide through its proprietary web and mobile platform. Partner Dina Wadia led the transaction.

J Sagar Associates has also advised the consortium of lenders, which included State Bank of India (SBI), HDFC Bank, Axis Bank and Exim Bank, in respect of the project financing which involved complex structuring. SBI, along with a consortium of other banks, provided foreign currency and rupee project financing (both fund- based and non-fund based) in relation to Chambal Fertilisers and Chemicals Ltd’s 1.34 million MT per annum urea capacity expansion. The brownfield expansion is close to US$1 billion and is the first of its kind under the new urea investment policy 2012 (as amended in 2014) of the Government of India. Partners Dina Wadia, Aashit Shah, Vishnu Sudarsan and Anish Mashruwala led the transaction.

Khaitan & Co has advised ECL Finance Ltd in respect of Manyata Developers Private Ltd’s issuance of fully secured, fully paid up redeemable non-convertible debentures on a private placement basis to various investors for approximately INR750 crores (US$112.8m). ECL Finance is the non-banking financial services unit of Edelweiss and its services include financing, money lending, bill discounting, factoring and corporate lending with or without securities. Associate partner Gahan Singh led the transaction.

Khaitan & Co has also advised Claymore Investments (Mauritius) Pte Ltd, a wholly-owned subsidiary of Temasek Holdings, in respect of the additional round of approximately US$15 million investment funding in Star Agriwarehousing and Collateral Management Ltd by way of subscription to compulsorily convertible preference shares and purchase of equity shares aggregating to approximately 12.22 percent from existing investor IDFC Private Equity Fund III. Claymore Investments is registered as a foreign venture capital investor with the SEBI and is a wholly-owned subsidiary of Singapore’s sovereign wealth fund, Temasek Holdings. Partner Aakash Choubey led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Alibaba Group Holding Ltd, a Cayman Islands company listed on the NYSE, in respect of the recent round of fundraising by Cainiao Network, an affiliate of Alibaba which operates an online logistics platform. Investors included GIC, Temasek Holdings, Khazanah Nasional Bhd and Primavera Capital. Partners Greg Knowles and Richard Spooner led the transaction whilst Simpson Thacher & Bartlett acted as US and international counsel.

Norton Rose Fulbright has advised Beijing Capital Land Ltd in respect of its proposed A-share offering and listing in the PRC. The board of directors proposes to issue not more than 370 million A-shares, at a price to be determined by consultation with lead underwriters, to qualified investors on either the Shanghai or the Shenzhen Stock Exchange. Beijing Capital Land is a leading integrated real estate developer in China and listed on the HKSE in 2003. The company proposes to use the proceeds of the offering to fund the development of five of its real estate projects in Beijing, Shanghai and Tianjin. The proposed A-share offering and listing is subject to the approval of shareholders, as well as approvals from the China Securities Regulatory Commission and other relevant regulatory authorities. The underwriters to the offering and listing are CICC, JP Morgan First Capital and CSC. Hong Kong partner Psyche Tai led the transaction.

Rajah & Tann Singapore is acting as Singapore counsel to ASD International Holdings Ltd in respect of its listing by way of placing on the Growth Enterprise Market of the HKSE. The ASD International group is principally engaged in the sale of imaging electronic components and original design and original brand manufacturing video and imaging products. Immediately post-placing, ASD International will have a market capitalization of HK$216 million (US$27.8m). Partners Danny Lim and Chia Lee Fong are leading the transaction which was announced on 14 March 2016 and is yet to be completed.

Rajah & Tann Singapore is also advising Heinemann Asia Pacific Pte Ltd, a wholly-owned subsidiary of Gebr Heinemann, in respect of its acquisition of up to approximately 25 percent equity interest in DFZ Capital Berhad, a subsidiary of SGX-listed Duty Free International Ltd, from Duty Free International. Gebr Heinemann is the only family-run business among the global players of the travel retail industry and one of the top players on the international travel retail market, as well as the leader on the European market. DFZ Capital is the largest multi-channel duty free and duty paid retailing group in Malaysia. On completion of the transaction, Heinemann will own 10 percent plus one share of the equity interest in DFZ Capital, with options to purchase up to an additional 15 percent of the equity interest in DFZ Capital. As part of the transaction, Heinemann will have extensive rights for the purchase and exclusive supply of certain product categories to DFZ Capital. The deal was valued up to €52.21 million (US$58.5m). Partners Abdul Jabbar and Lee Xin Mei are leading the transaction which was signed on 17 March 2016 and is yet to be completed. Partner, Yau Yee Ming, from Christopher & Lee Ong (a member of the Rajah & Tann network) is also a lead Partner in this transaction.

Ropes & Gray has advised HongDao Advisors in respect of recent investments. In February 2016, HongDao investment funds invested over US$10 million in Lagou Information Ltd and subscribed for newly issued Series C preferred shares of the company. Lagou Information is focused on online human resources solutions in China. In January 2016, HongDao also invested over US$8 million by purchasing outstanding shares from the existing shareholders and subscribing for newly issued Series B1 preferred shares of WeBus Holding Ltd, a leading developer of real-time transport timetable applications for the China market. With over US$200 million under management, HongDao targets investments in high-growth early-stage companies, with a focus on new technology, internet finance, big data, mobile apps, content and entertainment.

Shardul Amarchand Mangaldas & Co has advised GE in respect of the sale of the 100 percent stake of its finance ventures in India, namely GE Capital Services India and GE Money Financial Services Private Ltd, to a consortium of Mr Pramod Bhasin, Mr Anil Chawla and AION Capital. Executive chairman Shardul Shroff and partner Shruti Kinra led the transaction which was announced on 22 March 2016 and is subject to regulatory approval. Shearman & Sterling also advised the sellers. Allen and Overy and Cyril Amarchand Mangaldas advised the buyers.

Shearman & Sterling has advised HKSE-listed ChinaSoft International Ltd in respect of its issuance of the convertible notes due 2019 to the subscriber Huarong International Asset Management Growth Fund LP (Huarong Growth Fund), a limited partnership established in the Cayman Islands by Huarong International Asset Management Great China Investment Fund Ltd (Huarong Asset Management). ChinaSoft is a leading provider of comprehensive software and information services in China, with more than 29,000 employees distributed across the world. Huarong Asset Management is an indirect wholly-owned subsidiary of HKSE-listed Huarong International Financial Holdings Ltd, a financial conglomerate providing brokerage services on securities, investment banking, futures and asset management. Hong Kong M&A partner Stephanie Tang led the transaction.

Shearman & Sterling has also advised Merrill Lynch, Pierce, Fenner & Smith Inc and Deutsche Bank Securities Inc as joint global coordinators and joint book-runners in respect of Hutchison China MediTech Ltd’s (Chi-Med) US IPO of American depositary shares on the NASDAQ Global Select Market. Upon completion, the ordinary shares of Chi-Med will continue to be traded on the AIM market of the London Stock Exchange. Majority-owned by HKSE-listed CK Hutchison Holdings Ltd, Chi-Med is a China-based, globally-focused healthcare group that researches, develops, manufactures and sells pharmaceuticals and health-related consumer products. Hong Kong capital markets partner Matthew Bersani led the transaction.

Slaughter and May has advised Union Medical Healthcare Ltd (UMH) in respect of its global offering and listing on the Main Board of the HKSE. The global offering consisted of a Hong Kong public offering and a concurrent Rule 144A/Regulation S placement and raised approximately HK$706 million (US$91m) before the exercise of the over-allotment option. The firm also advised the underwriters, including Credit Suisse (Hong Kong) Ltd, Haitong International Securities Company Ltd and CIMB Securities Ltd, as to US and Hong Kong laws on the global offering. UMH is an aesthetic medical service provider that focuses on providing aesthetic surgical procedures, minimally invasive procedures and energy-based procedures in Hong Kong and Greater China. UMH shared commenced trading on the HKSE on 11 March 2016. Partners Benita Yu, John Moore and Charlton Tse led the transaction.