Deals – 28 October 2010

Allen & Gledhill LLP has also advised Genting Singapore PLC in respect of its divestment of its casino operations in the United Kingdom to Genting Worldwide (UK) Limited (GWUL), an indirect wholly-owned subsidiary of Genting Malaysia Berhad. The divestment took place through the sale of four of Genting Singapore’s wholly-owned subsidiaries to GWUL, for a total cash consideration of £351.5 million (US$555m). Partners Lucien Wong, Christine Chan, Christopher Koh and Lim Pek Bur led the transaction.

Allen & Overy has acted as US counsel to a syndicate of underwriters – consisting of Citigroup and JP Morgan as joint global coordinators and underwriters, and China International Capital Corporation’s Hong Kong and Singapore affiliates, DBS Bank, Nomura and UBS AG, as joint underwriters – in respect of the IPO on the SGX-ST of Global Logistic Properties Limited (GLP), one of the largest providers of modern logistics facilities in China and Japan. The IPO consisted of an offering of more than 1.17 million shares to qualified institutional investors, a public offer without listing in Japan and a public offering in Singapore. The offering, including an over-allotment option and the cornerstone tranche, raised gross proceeds of approximately S$3.9 billion (US$3 billion), making it the largest IPO in Singapore since SingTel in 1993 and the world’s largest ever in the real estate sector. Singapore-based partners Lock Yin Mei, Kenny Kwan and Hooman Sabeti led the transaction, whilst a team from Allen & Gledhill LLP, led by partners Tan Tze Gay and Leonard Ching, advised Global Logistic Properties Limited as to Singapore law.

Allens Arthur Robinson is acting for Tabcorp Holdings Limited (Tabcorp) in respect of the proposed demerger of its casinos business and its A$430 million (US$419m) accelerated renounceable entitlement offer which was announced 18 October 2010. Under the proposed demerger, Tabcorp’s existing businesses will be divided into two independent ASX-listed companies, following which Tabcorp will be Australia’s leading wagering, gaming and Keno operator, and the new casinos entity will operate four of Australia’s top casinos: Sydney’s Star City, Jupiters on the Gold Coast, Brisbane’s Treasury and Jupiters in Townsville. The proposed demerger will be pursued by way of a scheme of arrangement and will require court and various regulatory approvals in addition to Tabcorp shareholders. Meanwhile, the proceeds of Tabcorp’s A$430 million entitlement offer will be used to fund Tabcorp’s current casino growth initiatives and to ensure that, upon demerger, both entities have appropriate capital structures. The firm’s advisory team is being led by partner Robert Simkiss, whilst Sullivan & Cromwell is acting as US counsel. Skadden, Arps, Slate, Meagher & Flom and Mallesons Stephen Jaques are acting as US and Australian counsel, respectively, to the underwriter of the entitlement offer.

Appleby has acted as BVI counsel for China New Town Development Company Limited (CNTD), an established non state-owned new town developer in the PRC, in respect of its proposed application regarding the dual primary listing of all of its issued shares on the HKSE by way of introduction. The transaction will make CNTD the first BVI company listed on both the HKSE and SGX-ST. Tan Li Lee, Chris Cheng and Maria Lau led the firm’s advisory team, whilst Woo Kwan Lee & Lo advised CNTD as to Hong Kong law. Meanwhile, Latham & Watkins advised Standard Chartered Securities (Hong Kong) Limited, as the sponsor of the listing, as to Hong Kong law.

AZB & Partners has advised Weir Group Plc in respect of its acquisition, through its Indian subsidiary Weir Engineering Services (India) Private Limited, of the valves business of BDK Engineering Industries Limited, a company engaged in the manufacturing, marketing and distribution of industrial valves. Partner Sunila Awasthi led the transaction, which was completed on 11 October 2010.

AZB & Partners has also advised Matrix Partners India Investment Holdings LLC in respect of its subscription of approximately 275,000 compulsorily convertible Series A preference shares of New Delhi Centre for Sight Private Limited (CFS), a leading chain of specialty eye hospitals currently operating at ten locations across North India. Five more hospitals are expected to be opened by year end. The capital infusion, valued at approximately US$11 million, provides CFS the growth capital needed to further expand and achieve its vision of creating a network of more than 60 eye hospitals within three years and becoming one of the largest eye hospital chains across India. Partner Abhijit Joshi led the transaction, which closed on 14 October 2010.

Blake Dawson is advising Western Areas NL in respect of its offer to exchange between A$100 million (US$97.2m) to A$110 million (US$107m) of its existing 8 percent 2012 convertible bonds for new 6.375 percent convertible bonds due 2014. The new bonds have a conversion price set at a premium of 25 percent of Western Areas’ last closing share price. Application has been made for the new bonds to be listed on the SGX-ST. The transaction appears to be the first convertible bonds issue under the ASIC Class Order 10/322 regime, which practically enables the issue of convertible bonds to institutional investors without the need for an Australian prospectus. Partner Roger Davies is leading the firm’s advisory team, whilst Allen & Gledhill and Blake, Cassels & Graydon are advising as to Singapore and Canadian law, respectively. Linklaters is providing English law advice to UBS AG Australia Branch and Macquarie Capital Advisers Limited as the dealer managers.

Blake Dawson has also acted as Australian counsel to Minmetal Resources Limited (MMR), a HKSE-listed company in which state-owned China Minmetals Non-Ferrous Metals Co Ltd (CMN) holds 68 percent, in respect of its acquisition from CMN of the Minerals and Metals Group (MMG). The acquisition of MMG, which holds a portfolio of mining assets, was valued at approximately US$1.8 billion and remains conditional on the approval of MMR’s independent shareholders (pursuant to the HKSE Listing Rules) and FIRB approval. Partners Nick Terry and Justin Shmith led the firm’s advisory team, whilst Deacons Hong Kong and DFDL acted as Hong Kong and Laotian counsel, respectively. Freehills acted as Australian counsel and Linklaters acted as Hong Kong counsel to China Minmetals Non-Ferrous Metals Co Ltd.

Clifford Chance has advised Dubai Electricity & Water Authority (DEWA) in respect of the completion of a US$500 million 6 year and a US$1.5 billion 10 year dual-tranche fixed-rate notes issuance under its US$3 billion global medium term note programme. The transaction represents DEWA’s second fund raising in the US capital markets under Rule 144A, and the third successful issue by a Dubai-based entity since the markets re-opened after Eid in September. The deal is viewed as a strong indicator of international investor confidence in Dubai after the Dubai World restructuring reached completion with the consent of the international and domestic creditors. Citi, Credit Agricole Investment Bank, the National Bank of Abu Dhabi, Standard Chartered Bank and the Royal Bank of Scotland plc acted as joint-bookrunners on the offering. The firm’s advisory team was led by partners Debashis Dey and John Connolly.

Colin Ng & Partners LLP has acted as Singapore counsel to SGX-listed BH Global Marine Ltd in respect of its recently concluded Taiwan Depository Receipt offering. A total of 30 million TDRs, representing 60 million new BH Global Marine shares, were offered on the Taiwan Exchange. Gross proceeds of S$21.6 million (US$16.5m) were raised in this offering. Corporate finance partner Ong Wei Jin acted on the matter.

Davis Polk & Wardwell LLP has advised the underwriters – composed of Barclays Bank PLC, The Hongkong and Shanghai Banking Corporation Limited, JP Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co International plc and Woori Investment & Securities Co Ltd – in respect of The Export-Import Bank of Korea (KEXIM)’s SEC-registered Schedule B debt offering of US$1 billion aggregate principal amount of its 4 percent notes due 2021. KEXIM is an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises in conducting overseas business. Partners Eugene C Gregor and John D Paton led the transaction, whilst KEXIM was advised by Cleary Gottlieb Steen & Hamilton LLP as to US law and Yoon & Yang LLC as to Korean law.

Davis Polk & Wardwell LLP has also advised Banc of America Securities LLC and Credit Suisse Securities (USA) LLC, as initial purchasers, in respect of the Rule 144A/Reg S global offering by Sino-Forest Corporation, one of the largest foreign-owned commercial tree plantation operators in the PRC, of its 6.25 percent guaranteed senior notes due 2017 in an aggregate principal amount of US$600 million. Partners William F Barron and John D Paton led the transaction. Linklaters advised Sino-Forest Corporation as to US, English and Hong Kong law.

Freehills has advised Centennial Coal Company Limited (Centennial Coal) in respect of the recommended A$2.5 billion (US$2.43b) takeover bid by Thai-listed Banpu Public Company Limited (Banpu). The takeover bid was at a 55 percent premium to the last traded price of a Centennial Coal share before Banpu acquired a 14.9 percent pre-bid stake in the company in May 2010. Banpu received acceptances for approximately 98 percent of the Centennial Coal shares, and intends to compulsorily acquire the outstanding shares. The firm’s team was led by M&A partner Tony Damian.

Herbert Smith has advised Credit Suisse, JP Morgan and CCB International, as joint lead managers, in respect of the HK$1.19 billion (US$153.15m) secondary listing on the HKSE and Rule 144A/Reg S global offering of Midas Holdings Limited (Midas), an aluminium extrusion profile manufacturer primary listed on the SGX-ST. Founded in 2000, Midas is a leading manufacturer of aluminium alloy extrusion products, primarily for the transportation and infrastructure sectors in the PRC. With the listing, the company becomes one of the only three secondary listed companies in the HKSE, and the first Singapore-listed company to be secondary listed on the HKSE. Partners John Moore and Carolyn Sng led the firm’s advisory team, whilst Global Law Office advised the underwriters on PRC Law. Midas was advised by Shearman & Sterling as to Hong Kong and US law, WongPartnership LLP as to Singapore law, and Jingtian & Gongcheng as to PRC Law.

HopgoodGanim Lawyers has advised AusNiCo Limited, a subsidiary of ASX-listed D’Aguilar Gold Limited, in respect of its ASX listing and the placement of 20 million new shares at A$0.20 (US$0.19) each. The share placement, which raised a total of A$4 million (US$3.9m) before costs, was oversubscribed, demonstrating the high level of investor interest in resources companies with tenements in South East Queensland. Partner Brian Moller led the transaction.

Latham & Watkins has represented the underwriters – namely Credit Suisse, BofA Merrill Lynch, Piper Jaffray and William Blair & Company – in respect of the IPO by Global Education & Technology Group Limited, a leading provider of educational courses and related services in China. The offering, which comprised 6.375 million American depositary shares (ADSs) (representing 25.5 million ordinary shares) listed on the Nasdaq Global Select Market, closed on 14 October 2010 and initially raised gross proceeds of approximately US$67 million. The underwriters were granted an option to purchase additional ADSs of up to almost 1 million shares to cover over-allotments, and the offering raised a total of approximately US$77 million after the greenshoe was closed on 20 October 2010. The firm’s team was led by Hong Kong corporate partner David Zhang.

Mallesons Stephen Jaques is advising London and Hong Kong-dual listed Asian Citrus in respect of its acquisitions of Beihai BPG Food and Beverage for a consideration of approximatly HK$2.04 billion for cash and issue of new shares. Beihai BPG Food is a leading producer and seller of tropical fruit juice concentrates, fruit purees and quick-frozen fruits in the PRC. The deal is led by partner Conrad Chan.

Mallesons Stephen Jaques and Milbank, Tweed, Hadley & McCloy LLP have advised Mongolian Mining Corporation, Mongolia’s largest privately-held domestic producer and exporter of coking coal, in respect of its HK$5.05 billion (US$651m) listing on the HKSE. The IPO is the biggest on record by a Mongolian company, is one of the largest in Hong Kong this year, and is the first listing of a Mongolian mining company to be exempted from the strict business record requirements under the new Chapter 18 of the Listing Rules, which came into effect on 3 June 2010. Citigroup and JP Morgan Chase were the underwriters. The Milbank team was led by Beijing-based partner Ed Sun.

Mori Hamada & Matsumoto has advised Okura Hotels and Resorts (Okura Hotels) in respect of its agreement to acquire a stake in JAL Hotels Co Ltd (JAL Hotels) from Japan Airlines International Co Ltd (JAL). Under the agreement Okura Hotels acquired 6.8 million shares of JAL Hotels, which represents a 79.6 percent stake in the company, and the acquisition strengthens Okura Hotels’ position in the global market and creates positive synergies in marketing, business development and further expansion of existing training programs. Post acquisition, JAL will remain as an active shareholder of JAL Hotels through its 11.1 percent stake in the company. Shin Kikuchi and Hiromi Hayashi led the transaction, which closed on 30 September 2010.

Mori Hamada & Matsumoto has also advised Fuji Electric Holdings Co Ltd (Fuji Electric) in respect of the sale of part of its stake in Fuji Logistics Co Ltd (FLC) via tender offer to Mitsubishi Logistics Corporation (MLC), a Tokyo-based warehousing and transportation service provider. MLC has made a tender offer to acquire all the outstanding shares of FLC for ¥450 (US$3.71) per share for an implied equity value of approximately ¥11.236 billion (US$130.34m). Fuji Electric, which owned a 28.03 percent stake (approximately 6.8 million shares) in FLC, agreed to tender approximately 5.6 million shares and retain only a 5 percent stake. Post acquisition, FLC will be delisted from the Tokyo Stock Exchange. MLC will acquire the remaining stake not tendered via a second stage process (squeeze out) of the takeover. The transaction, which was contingent on MLC acquiring a minimum of 66.67 percent stake in FLC, was completed on 16 September 2010, when MLC obtained a 91.49 percent stake. Shin Kikuchi and Hiromi Hayashi also led the transaction.

Rodyk & Davidson LLP has acted for Overseas Union Enterprise Limited in respect of its issue of S$300 million (US$230m) secured fixed rate bonds due 2013. The bonds are listed on the SGX- ST. Standard Chartered Bank was the arranger and manager of the bond issue, which was part of a S$750 million (US$576m) syndicated loan facility. Corporate partner Valerie Ong led the bond issue, which closed on 20 October 2010, whilst finance partner Lee Ho Wah led the firm’s team in advising on the loan facility.

Stamford Law Corporation is advising SGX Mainboard-listed Ezra Holdings Limited (Ezra) in respect of its proposed acquisition of Norwegian marine engineering company Aker Marine Contractors (AMC) from Oslo-listed Aker Solutions (AKSO). The US$325 million acquisition will be paid for in cash, equity and convertible securities, which will make AKSO a substantial shareholder in Ezra. AMC, a wholly-owned subsidiary of AKSO, is an established sub-sea and marine engineering services provider. The two companies will also enter into a 50/50 joint venture for the ownership and chartering of a multi-purpose construction vessel. Director Bernard Lui leads the team.

Stamford Law Corporation is also advising SGX Mainboard-listed AFP Properties Limited (AFP) in respect of the proposed S$654 million (US$500m) restructuring exercise of its subsidaries, which include PT Bumi Serpong Damai Tbk (BSDE), PT Duta Pertiwi Tbk (DUTI), PT Paraga Artamida (PAM), PT Ekacentra Usahamaju (ECUM), PT Sinar Mas Wisesa (SMW) and PT Sinar Mas Teladan (SMT). Pursuant to the restructuring exercise, BSDE will purchase shares in DUTI from PAM and ECUM for S$520.8 million (US$398.6m), and will also subscribe for new shares in SMW and SMT for S$58.1 million (US$44.5m) and S$75.1 million (US$57.5m) respectively, upon which DUTI, SMW and SMT will become subsidiaries of BSDE. Director Bernard Lui is again leading the Stamford team.

Shook Lin & Bok LLP has acted for Anchun International Holdings Ltd in respect of its recent IPO, which raised approximately S$25.9 million (US$19.8m). Partners Wong Gang and Tan Wei Shyan acted on the matter.

Vinson & Elkins has represented CNOOC International Limited, a wholly-owned subsidiary of CNOOC Limited, in respect of its agreement to purchase a 33.3 percent undivided interest in Chesapeake Energy Corporation’s 600,000 net oil and natural gas leasehold acres in the Eagle Ford Shale project in South Texas, USA. The consideration for the sale will be US$1.08 billion in cash at closing, subject to adjustment. Closing of the transaction is anticipated in the fourth quarter this year. The firm’s advisory team was co-led by partners David Blumental, Fielding Cochran and Jay Kolb.

The Singapore office of Watson, Farley & Williams LLP has advised BNP Paribas Hong Kong branch, as security trustee and agent, in respect of the syndicated loan facilities, valued at up to US$133 million, to the UAE-incorporated joint venture company established between Larsen & Toubro Limited and Sapuracrest Petroleum Berhad. The facility was made available by BNP Paribas Singapore branch and Natixis Singapore branch as lenders (who also acted as mandated lead arrangers, with BNP Paribas Singapore branch and Natixis acting as swap banks). Proceeds will be utilised to partly finance various project costs in relation to the heavy lift pipe laying vessel “LTS 3000” which has now been delivered to the JV company and is subject to certain charter arrangements with the sponsors or their subsidiaries. The firm’s team was led by partner Chris Lowe.

Weerawong, Chinnavat & Peangpanor Ltd has acted for the syndicated lenders – consisting of the Siam Commercial Bank, KASIKORNBANK, TMB Bank, TISCO Bank and the Export-Import Bank of Thailand – in respect of the THB32.5 billion (US$1.08b) financing of seven Small Power Producer projects to be developed and operated in several provinces in Thailand by seven wholly owned subsidiaries of Gulf JP Co Ltd, a subsidiary of Electric Power Development Co Ltd. The first three of these projects have been closed in October 2010. Partners Weerawong Chittmittrapap, Kulachet Nanakorn and Troy Schooneman led the transaction.

Weil, Gotshal & Manges LLP is representing Baring Private Equity Asia Group Limited, which has teamed up with Tianfu Yang – the chairman and CEO of Harbin Electric, a leading developer and manufacturer of electric motors in the PRC – in respect of the recently announced take-private proposal submitted to the board of directors of the company. The firm’s team is being led by Asia managing partner Akiko Mikumo and partners Peter Feist and Steve Xiang.

WongPartnership LLP has acted for Ascott Residence Trust Management Limited, as manager of Ascott REIT, in respect of an equity fund-raising exercise comprising a private placement of approximately 419.7 million new units and a non-renounceable preferential offering of approximately 67.9 million new units. The transaction intends to raise S$525.8 million (US$402.5m) to partly fund the acquisition of interests in two Asian and 26 European properties from The Ascott Limited for approximately S$1.39 billion (US$1.06b). Managing partner Rachel Eng led the transaction.

WongPartnership LLP has also acted for Mapletree Logistics Trust Management Ltd in respect of its recent equity fund-raising exercise. The exercise was comprised of a private placement of approximately 207.3 million new units and a non-renounceable preferential offering of approximately 164.3 million new units, to raise gross proceeds of about S$170 million (US$130m) and more than S$130 million (US$99.6m) respectively. Managing partner Rachel Eng and partner Pong Chen Yih acted on the matter.