Deals – 15 December 2011

Allen & Gledhill has also advised Global Logistic Properties Ltd in respect of its issue of S$500 million (US$381.6m) in aggregate principal amount of 5.5 per cent perpetual capital securities. Partners Leonard Ching and Bernie Lee led the transaction.

Allen & Overy has advised Chinese state-owned steel manufacturer Baosteel Group Corporation (Baosteel) in respect of its CNY3.6 billion (US$565m) inaugural offshore Renminbi (RMB) bond issuance which makes Baosteel as the first mainland company to issue offshore RMB bonds. Approval for the issue was obtained from the National Development and Reform Commission of the PRC. The bonds carried fixed rates of interest and were issued in three tranches with maturities of two, three and five years. The three tranches were listed on the SGX. Deutsche Bank and HSBC were the joint global coordinators and, along with China Merchant Securities, DBS, ICBC International Capital Ltd and Standard Chartered Bank, were joint book-runners. Walter Son led the transaction.

Allen & Overy has also advised HSBC as lead manager in respect of Industrial Development Bank of India’s (IDBI) inaugural offshore Renminbi bond issuance – the first Indian lender to raise funds in the offshore Renminbi market in Hong Kong. IDBI is one of India’s largest commercial banks. The notes, which were listed on the SGX, were in the principal amount of CNY650 million (US$102m) with a coupon of 4.5 per cent per annum and a maturity of three years from issue. Andrew Harrow led the transaction.

Allens Arthur Robinson’s Sydney and Jakarta offices have advised Standard Chartered Private Equity (SCPE), the private equity arm of Standard Chartered Bank, in respect of its purchase of convertible unsecured notes from Perth-based gas production and exploration company Triangle Energy whose key asset is a 100 per cent working interest in the production sharing contract in the Pase Block, Indonesia. The deal, which was signed on 7 December 2011, involves two tranches – one of US$3.5 million and the other of US$6.5 million. If both tranches are issued and converted into shares, SCPE will have an approximate 18.3 per cent shareholding interest in Triangle Energy. Partner Guy Alexander led the transaction.

AZB & Partners has advised Bank of India in respect of its purchase of 51 per cent shares of Bharti AXA Investment Managers Private Ltd and Bharti AXA Trustee Services Private Ltd. Partners Yogesh Bhattarai and Vijay Manjrekar led the transaction which was signed on 3 December 2011. Completion is subject to receipt of all applicable regulatory approvals.

AZB & Partners has also advised Matrix Partners in respect of its acquisition of approximately 22 per cent of the shareholding of Waterlife India Private Ltd for approximately US$4.4 million. Partner Abhijit Joshi led the transaction which was completed on 9 December 2011.

Baker & McKenzie Wong & Leow, the member firm of Baker & McKenzie International in Singapore, has advised French luxury group LVMH Moët Hennessy-Louis Vuitton (LVMH) in respect of the S$160.8 million (US$125.2m) voluntary conditional cash offer for SGX-listed Heng Long International Ltd (Heng Long). LVMH and the Koh family, the founders and controlling shareholders of Heng Long, agreed to jointly own and control Heng Long. The partnership will strategically complement LVMH in the procurement of high quality crocodile skins. Partner Ai Ai Wong led the transaction.

Clayton Utz is advising HKSE listed Wah Nam International Holdings Ltd (Wah Nam) in respect of its concurrent off-market takeover bids for ASX-listed Brockman Resources Ltd and FerrAus Ltd, and in respect of Wah Nam’s IPO and listing on the ASX. The transactions were announced on 10 November 2011.
Under the concurrent bids, which will be undertaken through Wah Nam’s wholly owned subsidiary Wah Nam International Australia Pty Ltd, Wah Nam will offer 30 Wah Nam shares for every Brockman Resources Ltd share, and 6 Wah Nam shares for every FerrAus Ltd share. This values the Brockman Resources bid at approximately A$925 million (US$915m) and the FerrAus Ltd bid at approximately A$265 million (US$262m). Wah Nam’s IPO is seeking to raise A$2 million (US$1.98m) with a facility to raise an additional A$1 million (US$0.99m) in oversubscriptions. On completion of its IPO and listing, Wah Nam will become the first HKSE-listed company to list on the ASX. Partner Mark Paganin is leading the transaction.

Clayton Utz and co-legal adviser Maddocks have advised Centro Retail Ltd and Centro Retail Trust in respect of the complex restructure of Centro Group, which was approved by the Supreme Court of New South Wales earlier this month. Partners Brendan Groves and John Moutsopoulos led the transaction.

Clifford Chance has advised Barclays Bank PLC (as arranger) in respect of the establishment of a 5 billion covered bond programme by ANZ National (Int’l) Ltd London Branch guaranteed by ANZ National Bank Ltd and ANZNZ Covered Bond Trust Ltd. The firm also acted on an inaugural drawdown of 500 million 3 per cent covered bonds issued under the programme, advising Barclays Bank PLC, BNP Paribas and UBS as joint lead managers and DZ Bank AG as co-lead manager. Partner Chris Walsh led the transaction.

Clifford Chance has advised Morgan Stanley and JP Morgan, as the sponsors, in respect of the US$410 million listing and global offering of Baoxin Auto Group Ltd on the HKSE. Baoxin is a leading 4S luxury car dealership group in China whose brands include BMW, MINI, Audi, Cadillac and Land Rover. A 4S dealership refers to an authorised dealership store that covers sales of automobiles and spare parts, maintenance and repair services, and the conduct of customer and market surveys for automobiles manufacturers. Partners Tim Wang and Amy Lo led the transaction.

Drew & Napier has acted as Singapore law counsel to Singapore-based construction company Keong Hong Holdings Ltd in respect of its IPO of 27 million shares at an issue price of S$0.24 (US$0.18) per share on the sponsor-supervised listing platform of the SGX ST. In addition to the IPO, the firm also assisted Keong Hong Holdings, together with its subsidiaries and associated companies, with its restructuring exercise which included investments by pre-IPO investors amounting to approximately S$7.8 million (US$6m). Trading of shares is expected to commence on 16 December 2011. Director Marcus Chow led the transaction.

Fangda has represented Temasek in respect of the pre-IPO investment in Chinese B2C operator Vancl. The total investment is US$230 million.

Fangda has also represented Siemens in respect of the negotiation and establishment of wind power-related joint ventures with Shanghai Electric, a state-owned listed company. The total investment of the two joint ventures is €344 million (US446.8m).

Herbert Smith has advised China Outfitters Holdings Ltd (China Outfitters) in respect of its HK$1.13 billion (US$145m) IPO and listing on the HKSE and Rule 144A/Regulation S global offering. The IPO was completed on 9 December 2011. China Outfitters, a menswear-focused apparel design, manufacturing, marketing and sales company in the PRC, intends to use the IPO proceeds for, amongst others, licensing or acquisition of additional recognised international brands, establishing joint ventures and expansion and enhancement of existing logistics systems. Partners Tommy Tong, Jason Sung, Kevin Roy and Melody Chen led the transaction whilst Commerce & Finance Law Offices advised on PRC law and Walkers, led by partner Denise Wong, advised on Cayman Islands and BVI laws. Hogen Lovells advised the underwriters on Hong Kong and US laws whilst Jingtian & Gongcheng Attorneys at Law advised on PRC law.

HopgoodGanim has advised the administrators of Proserpine Cooperative Sugar Milling Association Ltd (PCSMA), Australia’s fifth largest sugar mill, in respect of the completion of the A$120 million (US$118.7m) sale of its milling assets to Sucrogen, the Australian-based sugar subsidiary of Singapore’s Wilmar International Ltd and Australia’s leading sugar company. The sale to Sucrogen was completed with a same day turnaround, shortly after PCSMA’s creditors approved the transaction. Partner Nicole Radice led the transaction.

J Sagar Associates has advised Lintas India Private Ltd in respect of the acquisition of the balance 50 per cent ownership in Aaren Initiative Outdoor Advertising Private Ltd from Aaren Advertising Private Ltd. Aaren Initiative Outdoor Advertising Private Ltd, which is engaged in advertising through an outdoor media business, has become a wholly owned subsidiary of Lintas India Private Ltd. Partner Sandeep Mehta led the transaction whilst partner Vinod Agarwala of Vigil Juris acted for Aaren Advertising Private Ltd.

J Sagar Associates has also advised private equity fund Red Fort in respect of its investment of up to INR250 crore (US$46.5m) in a residential project being undertaken by Omkar Realtors in Mumbai’s Malad (a slum rehabilitation project.) Omkar proposes to develop around 1.6 million square feet of residential space as part of the project. Partner Vivek K Chandy led the transaction. Wadia Ghandy Mumbai advised Omkar Realtors.

Khaitan & Co has advised India Infrastructure Fund (IIF) in respect of a joint venture arrangement with Ashok Piramal Group, Piramal Infrastructure Private Ltd and Ashok Piramal Group Real Estate Trust; Piramal Roads Infra Private Ltd; and SNC-Lavalin Mauritius Ltd to develop, own, construct and operate public-private partnership road projects in India. IIF is a SEBI-registered domestic venture capital fund managed by IDFC and focused on infrastructure with a corpus of INR38 billion (US$927m). Partner Vaishali Sharma advised on the transaction.

Khaitan & Co has also advised YES Bank Ltd (YBL) in respect of the syndication arrangement between YBL and Dewan Housing Finance Corporation Ltd (DHFL) for running together a loan sourcing and syndication program where DHFL would act as the lead syndication member and YBL as a participating syndication member. Both parties shall equally share the loan. Partner Shishir Mehta led the transaction.

King & Wood has advised Nestle in respect of its acquisition of 60 per cent share of Singapore-listed Hsufuchifoods for US$1.7 billion. The firm served as the sole legal consultant for Nestel in its anti-trust proposal to the Ministry of Commerce which was approved this month. The deal is deemed to be the largest acquisition in the food industry in China, after Coco Cola’s acquisition of HuiYuan. Partner Susan Ning led the transaction.

Kirkland & Ellis has represented Citigroup, as financial adviser and as lender, in respect of the US$2.14 billion joint offer by ENN Energy Holdings and China Petroleum & Chemical Corporation (Sinopec) for China Gas Holdings by way of an unsolicited pre-conditional voluntary cash offer. The offer was announced on 12 December 2011. As part of the transaction, ENN Energy Holdings entered into a bridge loan facility with Citigroup for which it will use part of the facility to fund the offer. Partners Nicholas Norris, Ashley Young and Doug Murning led the transaction.

Majmudar & Co has acted as Indian law counsel for TRS AG Switzerland in respect of the sale of its global printing ink recycling business, including its Indian subsidiary, Saakar Printing Design and Engineering, to Clover EU LLC. Rukshad Davar was the lead partner on the transaction.

Mallesons Stephen Jaques has acted for Securus Data Property Fund Pte Ltd, the world’s first Shariah-compliant data centre fund jointly managed by Keppel Data Centre Investment Management Pte Ltd and AEP Investment Management Pte Ltd, in respect of its acquisition of a data centre facility in Gore Hill, Sydney, Australia. The data centre facility will be owned, managed and operated by a joint venture between Securus and Keppel Telecommunications and Transportation Ltd. John Sullivan led the transaction.

Maples and Calder has advised Cape Asset Management Ltd (CAM) as to Cayman Islands law in respect of the establishment of Cape Asia China Opportunity Fund, a Cayman Islands unit trust. The investment objective of the fund is to maximise capital gains by investing in Asian equities, offering investors exposure to the growth potential offered by Asian businesses. CAM is a Hong Kong based investment manager and is a subsidiary of The Seven International, an investment holding company incorporated in Labuan, Malaysia and the holding company of The Seven Group. Partner Spencer Privett led the transaction whilst Deacons, led by partner Karen Kaur, acted as lead counsel advising on Hong Kong and international laws.

Mayer Brown has acted for Yihai Capital Partners Ltd (YCP), a specialised real estate investment and asset management company wholly owned by Yihai Group (Holdings) Ltd, in respect of the first closing for its Yihai China Community Development Fund I LP. Yihai Group (Holdings) Ltd is a privately held group that has been active in China since 1990 and has been operating schools in China since 1998. The fund is a real estate development fund that will invest in mid-market residential development opportunities anchored by educational facilities in China. The fund’s target size is US$250 million and was marketed globally by Citi Private Bank as placement agent. Partners Phill Smith and Yong Ren led the transaction.

Nishith Desai Associates has acted as Indian legal and tax counsel for Canaan VIII Mauritius (Canaan) in respect of its investment, along with certain other investors, into Happiest Minds Technologies Private Ltd, a Bangalore based company engaged in developing, selling and marketing, software, solutions, services and technologies.

Paul Hastings has advised Korea-based Dong-A Pharmaceutical Co Ltd (Dong-A) in respect of its long-term strategic collaboration partnership regarding biosimilars with Japan-based Meiji Seika Pharma Co Ltd (Meiji). As part of the partnership, Dong-A and Meiji will establish a joint venture company and construct a cGMP-compliant biosimilar construction plant in Songdo, South Korea to target the global markets with antibody based drugs, including Herceptin. Dong-A and Meiji will also collaborate on the research, development, manufacture and commercialization of biosimilar products in global markets. Partners Matthew Berger and Daniel Kim led the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison is advising ChinaCast Education Corporations’ special committee of independent directors in respect of an unsolicited bid for the company made by a qualified institutional investor at a significant premium to the current market price of the company’s common stock. The special committee intends to proceed in a timely and orderly manner but has not set a definitive timetable for completion of its evaluation, and does not currently intend to announce developments, unless and until a definitive transaction or strategic option has been approved.

Shook Lin & Bok’s Singapore office has acted for First Real Estate Investment Trust in respect of the US$13 million acquisition of Sarang Hospital in Yeosu City, Jeonranam-Do, South Korea. Partner Wong Gang led the transaction.

Slaughter and May Hong Kong is acting as Hong Kong legal adviser to the joint global coordinators, composed of China International Capital Corporation Hong Kong Securities Ltd (CICC), UBS AG Hong Kong Branch, Goldman Sachs (Asia) LLC, and other underwriters in respect of the US$1.9 billion global offering and listing of H and A shares of New China Life Insurance Company Ltd (NCI) on the HKSE and Shanghai Stock Exchange. The listing was announced on 2 December 2011 and NCI is expected to list on the HKSE on 15 December 2011. Partner Benita Yu led the transaction.

Vinson & Elkins and Cleary Gottlieb Steen & Hamilton are acting as joint counsel to the Ministry of Oil of the Republic of Iraq in respect of the Basrah Gas Company project, a joint venture between South Gas Company (an Oil Ministry affiliate) and affiliates of Royal Dutch Shell PLC and Mitsubishi Corporation. The transaction agreements were signed on 27 November 2011.
The 25-year project aims to develop midstream and downstream gas infrastructure to gather and process the natural gas produced at three giant oil fields near Basrah. Under the agreements, the parties will create a new company, Basrah Gas Company (BGC), in which South Gas Company will hold a 51 per cent interest, Shell 44 per cent, and Mitsubishi 5 per cent. BGC will process associated gas from the three fields to satisfy domestic consumption requirements and will also have the right to pursue a Liquefied Natural Gas (LNG) or other gas export project for any remaining gas. The residual dry natural gas will be used in Iraq, primarily to produce electric power. The total investment requirement for this project is currently estimated at US$17 billion. Partner Ayman Khaleq is leading the transaction for Vinson & Elkins whilst the Cleary Gottlieb team includes partners Andrew Bernstein and Gamal Abouali.

WongPartnership has acted for Singapore Press Holdings Ltd in respect of its acquisition of the entire issued share capital of ACP Magazines Pte Ltd through its wholly-owned subsidiary SPH Magazines Pte Ltd. Partners Karen Wee, Lam Chung Nian, Jeffrey Lim and Ameera Ashraf acted on the matter.

WongPartnership has also acted for Pan-United Corporation Ltd, through its wholly-owned subsidiary Pan-United Industries Pte Ltd (PU Industries) in respect of a joint venture with Itochu Corporation, Itochu Singapore Pte Ltd and Ube Industries Ltd to establish JV company Raffles Cement Pte Ltd for the development, construction and operations of cement terminals in Jurong Port. Under the JV agreement, PU Industries will take up a 49 per cent stake in Raffles Cement Pte Ltd. Partners Annabelle Yip and Vivien Yui acted on the matter.