Deals – 22 July 2010

Allen & Gledhill LLP has also advised Singapore Airlines Limited in respect of its issue of S$500 million (US$363m) fixed rate notes due 2020 under its S$1 billion (US$727m) multi-currency medium term note programme. The joint lead managers are Australia and New Zealand Banking Group Limited, DBS Bank Ltd, Oversea-Chinese Banking Corporation Limited and United Overseas Bank Limited. Partner Margaret Chin led the transaction, whilst partner Au Huey Ling advises the joint lead managers.

Allens Arthur Robinson is acting for Riversdale Mining Limited (Riversdale) in respect of a US$337 million capital raising. The proceeds will facilitate the accelerated development of stages two and three of the premium coking and thermal coal Benga Coal Project, based in the Tete Province in Mozambique. The transaction comprises a US$102 million fully underwritten institutional placement and a 1-for-8 fully underwritten accelerated non-renounceable pro-rata entitlement offer to all eligible shareholders. The entitlement offer involves an institutional component of approximately US$165 million and a retail component of approximately US$70 million. Partner and co-head of equity capital markets Stuart McCulloch acted on the matter. Blake Dawson acted for the underwriters.

Appleby has acted as the Cayman Islands counsel for Manta Holdings Company Limited (Manta) in respect of its listing on the HKSE on 19 July 2010. Manta primarily serves the construction and infrastructure sectors in Hong Kong, Macau, Singapore and Vietnam in respect of tower cranes and mast-climbing work platforms. Proceeds from the offer will be used for expansion of its rental fleet and inventory for trading. The firm’s team was led by Hong Kong corporate partner Judy Lee.

Appleby has also acted as BVI counsel to Chevalier Pacific Limited (Chevalier) in respect of its sale of 80 percent of Pacific Coffee (Holdings) Limited – Hong Kong’s second-biggest coffee shop chain – for HK$326.64 million (US$42m) to China Resources Enterprises Limited (China Resources). Both Chevalier and China Resources are listed on the HKSE. By introducing China Resources as the major shareholder and taking advantage of the extensive network and experience of China Resources in the food and beverages market in mainland China, the Pacific Coffee Group will be in a better position to strengthen its competitiveness, build up stronger consumer recognition of the “Pacific Coffee” brand, expand its retail network coverage in mainland China and seize a bigger market share in a more efficient manner. Judy Lee again led the firm’s team, whilst Robertsons advised Chevalier as to Hong Kong law. Richard Butler in Association with Reed Smith LLP advised China Resources as to Hong Kong law.

AZB & Partners has advised Masonite International Corporation USA, the world’s largest door manufacturer, in respect of its establishment of an Indian wholesale trading company which will procure and sell doors to business customers and, through third parties, to retail consumers. Partner Sai Krishna Bharathan acted on the matter.

Azmi & Associates has advised the largest banking group in Malaysia, Malayan Banking Berhad, in respect of the corporate restructuring exercise of its subsidiary, the shareholders of which include a company involved in insurance operations on a global scale. The transaction, worth approximately RM359.3 million (US$111.8m), involved advisory services, successful application for stamp duty waiver, review, and drafting of the share purchase agreement, as well as a subsequent debt-into-equity conversion agreement.

Baker & McKenzie has advised Prospect Reit Investment Corporation (PRI) in respect of its merger, effective 1 July 2010, with Japan Rental Housing Investments Inc (JRH), a publicly traded J-REIT affiliated with the US-based Oaktree Capital. The acquisition was transacted via a merger (stock swap) between the REITs where one share of PRI was exchanged for 0.75 percent of a share of JRH. PRI and JRH’s merger involved the first public / private fund financing in Japan after the global financial crisis and also involved a total of ¥42 billion (US$467m) of refinancing of syndicated loans. The firm’s team was led by Tokyo partner Hitoshi Sumiya.

Clayton Utz has acted as the sole adviser to ASX-listed Tutt Bryant Group (TBG) in respect of the proposed acquisition by majority shareholder Tat Hong Holdings Ltd of the remaining issued shares which it does not own. The proposed acquisition, under which the total issued shares in TBG were valued at approximately A$132 million (US$116.5m), will be implemented via an off-market takeover bid and is unconditional except for Foreign Investment Review Board approval. National M&A practice head John Elliott is leading the firm’s team.

Clifford Chance’s Dubai office and Al-Jadaan & Partners Law Firm’s Riyadh office have advised HSBC Saudi Arabia Limited in respect of the issue by SBG Sukuk Limited of a SAR700 million (US$186.6m) sukuk-al-murabaha to local investors in the Kingdom of Saudi Arabia. The transaction represents the first commercial paper in Saudi Arabia and the first sukuk where investors may share the benefit of an assignment of contract proceeds. The Clifford Chance team was led by partner Debashis Dey (head of capital markets in the Middle East) while the Al-Jadaan & Partners team was led by partners Mohammed Al-Jadaan and Mohamed Hamra-Krouha.

Davis Polk & Wardwell LLP has advised Credit Suisse (Singapore) Limited and Deutsche Bank AG Singapore Branch as the initial purchasers in respect of the Rule 144A/Reg S global offering by Berau Capital Resources Pte Ltd (a wholly owned subsidiary of PT Berau Coal Energy Tbk) of US$350 million aggregate principal amount of its 12.5 percent guaranteed senior secured high-yield notes due 2015. Berau Coal Energy is a holding company that indirectly owns 90 percent of PT Berau Coal, the fifth-largest coal producer in Indonesia in terms of production volume. The firm’s corporate team was led by partner William F Barron.

Khaitan & Co has advised India Infoline Investment Services Limited in respect of investigating the title and providing a title report and opinion on mortgaging of development rights in relation to a property under development. The property involves land measuring 27,913.93 square meters and an additional TDR permissible property (measuring 154,082.40 square meters) in Oshiwara Goregaon in Mumbai. The transaction value was US$100 million. Partners Sudip Mullick and Savita Singh acted on the matter.

Khaitan & Co has also advised Moneyline Credit Limited in respect of the debt financing, through the issue of debentures, of a real estate project of Vijay Associates (Wadhwa) Constructions Private Limited at Oshiwara Goregaon in Mumbai. The total amount of financing was US$100 million. Partners Arindam Ghosh and Joy Jacob handled the transaction.

Latham & Watkins has represented Daiwa Capital Markets (Daiwa) in respect of its acquisition of global convertible bonds and the Asian equity derivatives businesses of KBC Group (KBC) for approximately US$1 billion. The acquired businesses are leading market players in the sales, trading and structuring of global convertible bonds and Asian equity derivatives across offices in London, New York and Hong Kong. Daiwa will pay approximately US$200 million to take over the staff, IT infrastructure and other assets, and approximately US$800 million for the trading position of KBC, with the latter portion of the acquisition cost to be finalised at completion when the assets are transferred at market value. The transaction, which is subject to regulatory approvals, is expected to close by the end of the fourth quarter of 2010. Hong Kong corporate partner Simon Berry led the firm’s cross-border advisory team.

Latham & Watkins has also represented CNinsure Inc, a leading Chinese independent insurance intermediary company, in respect of its follow-on offering of 4.6 million American depositary shares, representing 92 million ordinary shares, listed on the NASDAQ Global Select Market. The offering raised gross proceeds of US$115 million, with CNinsure receiving net proceeds of approximately US$109.6 million, after deducting underwriting discounts and commissions and estimated offering expenses. Morgan Stanley and Bank of America Merrill Lynch acted as joint bookrunners for the offering, which was priced on 8 July 2010 and closed on 14 July 2010. Hong Kong corporate partners David Zhang and Eugene Lee led the firm’s advisory team.

Mayer Brown JSM has advised Great Eagle Holdings Limited (Great Eagle) in respect of a disclosable and connected transaction relating to the acquisition of a one-third interest in Magic Garden Investments Limited (Magic Garden) from Shui On Investment Company Limited. Magic Garden holds, among others, a hotel development in Luwan District in Shanghai. The related sale and purchase agreement was entered into on 1 April 2010 and the consideration for the acquisition was approximately US$24.1 million. The firm’s team was led by Jacqueline Chiu.

Minter Ellison has advised Healthscope in respect of the intense takeover bidding war that has culminated in a recommended cash offer from private equity groups TPG Capital and Carlyle Group, valuing the company at A$2.7 billion (US$2.4b). Healthscope, Australia’s second-largest private hospital operator, operates private hospitals and owns medical clinics as well as pathology services in Australia, New Zealand and South East Asia. The deal, by scheme of arrangement, is subject to shareholder and Foreign Investment Review Board approval. If successful, it will be Australia’s largest private equity buy-out. The firm’s advisory team was led by Bart Oude-Vrielink.

Norton Rose (Asia) LLP has advised Jefferies International Limited as underwriter in respect of a US$75 million convertible bond issuance by Shiv-vani Oil & Gas Exploration Services Limited (Shiv-vani), a leading private sector onshore oil and gas service provider in India. The bonds, issued on 16 July 2010 to investors outside the US pursuant to Regulation S of the US Securities Act, will be listed on the SGX-ST and have a five-year maturity with right to convert into the ordinary shares of Shiv-vani. The issuance is subject to an upsize option of US$20 million. The team was led by Singapore corporate partner Adam Summerly, whilst Selene Tan of the firm’s Singapore office advised Citi in its capacity as trustee and agent. Axon Partners LLP, led by partner Abhimanyu Bhandari, provided Indian law advice.

Paul, Hastings, Janofsky & Walker has advised HKSE-listed Yuzhou Properties Company Limited (Yuzhou Properties), a leading property developer in China’s Fujian province, in respect of its issuance of approximately US$129 million fixed rate guaranteed bonds due 2013. The bonds will be issued in two tranches to China Life Trustees Limited and will be due in three years. The net proceeds from the bond issue will be used for the potential acquisition of land and general working capital. The firm’s team was led by Raymond Li.

Paul, Hastings, Janofsky & Walker, again led by Raymond Li, has also advised HKSE-listed Sino-Ocean Land Holdings Ltd (Sino-Ocean Land), one of the largest real estate companies in China, in the following two deals:

The firm has advised Sino-Ocean Land in respect of the issue by its subsidiary, Sino-Ocean Land Capital Finance Limited, of perpetual subordinated convertible securities amounting to approximately US$900 million. The convertible securities are perpetual with no fixed redemption date and will be listed on the SGX-ST upon completion. BOCI Asia Limited, JP Morgan Securities Ltd and Macquarie Capital Securities Ltd are joint lead managers on the deal, which is the first issue in Hong Kong where the securities are recognized as equity on the balance sheet of the issuer upon issue.

The firm also advised Sino-Ocean Land in respect of its intended acquisition of an approximate 69 percent stake in HKSE-listed Kee Shing (Holdings) Ltd (Kee Shing). Under the terms of the agreement, Kee Shing will concentrate on its property and securities investment businesses after the acquisition, and will change its name to Gemini Property Investments. Upon completion, Sino-Ocean Land will be required under the Hong Kong Takeovers Code to make an unconditional mandatory cash offer to independent shareholders of Kee Shing to acquire all the issued shares of the company (other than those already held or agreed to be acquired by Sino-Ocean Land).

Rajah & Tann LLP has advised SGX-ST Catalist-listed SHC Capital Limited, which is the insurance arm of the See Hoy Chan Sdn Berhad Group, in respect of its placement of an aggregate of 14 million new shares to nine investors. The transaction, which was announced on 8 July 2010 and is currently ongoing, is valued at approximately S$1.5 million (US$1m). CIMB Bank Berhad Singapore Branch acted as Catalist sponsor of the placement. Partner Danny Lim led the transaction.

Slaughter and May is advising global luxury company Burberry in respect of its agreement to acquire the stores and related assets in China currently operated by its long-standing franchisees, for approximately £70 million (US$106m) in cash. Under the agreement, Burberry expects to acquire the assets and inventory of 50 stores in 30 cities in China. This transaction, which was announced on 16 July 2010, is in line with Burberry’s strategy of unifying the brand around the world, while at the same time increasing its exposure to retail and to high-growth luxury markets. Partner Neil Hyman led the transaction.

Shin & Kim has advised KCC Corporation in respect of its issuance of US$480 million fixed rate notes due 2013 and a US$70 million term loan facility. The transaction was signed on 21 June 2010 and completed on 29 June 2010. Byoung Seon Choe and Soo Hyun Yi of the firm’s banking and finance practice group led the advisory team.

WongPartnership LLP has acted for Lindeteves-Jacoberg Limited (Lindeteves) in respect of the proposed disposal of its entire interests in its wholly owned subsidiaries – namely Lindeteves-Jacoberg Holding GmbH, Fabryka Silnikow Elektrycynych SA and Brook Motors Limited – to its majority shareholder, the ATB Group (consisting of ATB Austria Antriebstechnik AG and its affiliates), for a consideration of €115 million (US$147m). Partner Chan Sing Yee acted on the matter.

WongPartnership LLP has also acted for the lenders of a S$300 million (US$218m) syndicated financing for the purchase of a plot of land from the Urban Redevelopment Authority and the development of the 616-unit condominium “Waterbank at Dakota” in Singapore. Some of the proceeds were also used to repay shareholder loans which were used to fund the purchase of the property. Partners Alvin Chia and Dorothy Marie Ng acted on the matter.

Yulchon has represented IBK Auctus Green Growth Private Equity Fund (IBK Auctus) in respect of the acquisition of redeemable convertible preferred shares issued by Alti Semiconductor Co Ltd (Alti Semiconductor). Under the transaction, which was valued at KRW 30 billion (US$25m), IBK Auctus acquired approximately 18 percent of Alti Semiconductor’s issued shares, with the deal closing on 18 June 2010. Alti Semiconductor is expected to enhance its competitiveness in LED-related businesses while IBK Auctus – in which IBK (Industrial Bank of Korea) and Auctus Partners are co-representative partners – has strengthened its reputation as a new growth engine fund. Partner Sung Wook Eun from the firm’s M&A team led the deal.

Yulchon’s M&A team is also advising Lotte Card and Lotte Data Communication Company on the KRW150 billion (US$124m) acquisition of EB Card, a prepaid transportation card company. Last year, Lotte Group also acquired Mybi Co Ltd, a prepaid transportation card company operating in the Pusan and Kyungnam areas, and is further strengthening its competitiveness in the prepaid card business through the acquisition of EB Card. Lotte Card plans to expand its business in the electronic payment system market in the near future. The project team was led by partners Hee Woong Yoon and Jin Kook Lee.