Deals – February 25, 2015

Allen & Gledhill has also advised DBS Bank Ltd as arranger, The Bank of New York Mellon Singapore Branch as issuing and paying agent, CDP transfer agent and CDP registrar and trustee for holders of the notes, The Bank of New York Mellon London Branch as issuing and paying agent, non-CDP paying agent and calculation agent, and The Bank of New York Mellon (Luxembourg) SA as non-CDP transfer agent and non CDP-registrar in respect of the establishment of a S$200 million (US$146.9m) multicurrency medium term note programme by PT Ciputra Property Tbk. Partners Margaret Chin, Ong Kangxin, Sunit Chhabra and Magdalene Leong led the transaction.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised IDFC Alternatives Ltd in respect of Sembcorp Utilities Pte Ltd’s acquisition of 60 percent of Green Infra Ltd, an IDFC Alternatives initiative and one of the few enterprises in the renewable energy sector which was seeded and funded by a PE fund. Partner Raghubir Menon led the transaction. AZB & Partners advised Sembcorp Utilities.

Appleby has acted as Cayman counsel for Jicheng Umbrella Holdings Ltd in respect of its listing on the Main Board of the HKSE on 13 February 2015, with gross proceeds of approximately HK$240 million (US$31m). Majority of the proceeds will be used to construct a new factory to enhance production capacity and to strengthen the technical expertise of the company. Jicheng manufactures and sells plastic and nylon umbrellas for export. Jicheng was the third largest umbrella and parasol manufacturer in the PRC in 2013 and the largest supplier of plastic umbrellas to Japan in 2013, both in terms of sales volume. Hong Kong corporate partner Judy Lee led the transaction whilst Hastings & Co advised as to Hong Kong law and Shu Jin Law Firm advised as to PRC law. Pang & Co, in association with Loeb & Loeb and Dacheng Law Offices, advised the sponsors and underwriters as to Hong Kong and PRC laws, respectively.

AZB & Partners has advised Reliance Industries Ltd in respect of its Rule 144A / Reg S offering of US$750 million 4.875 percent senior unsecured notes due 2045. Partners Shuva Mandal and Varoon Chandra led the transaction.

Baker & McKenzie has advised JP Morgan and Macquarie as joint lead managers in respect of ASX-listed Steadfast Group Ltd’s A$300 million (US$234.3m) placement and accelerated non-renounceable entitlement offer to fund the acquisition of two underwriting and two broking businesses from QBE Insurance Group. Partner Craig Andrade led the transaction.

Clifford Chance has advised BBL Asset Management Company Ltd (BBLAM) as the fund managers in respect of Thai telecommunications group Jasmine International PCL’s US$1.7 billion IPO of its internet infrastructure fund. A broadly-diversified investment management company, BBLAM is affiliated with the Bangkok Bank, Thailand’s largest commercial bank. Jasmine International is Thailand’s second-largest high-speed internet provider. Partner Crawford Brickley led the transaction.

Colin Ng & Partners has advised Alpha Alternative Advisors Pte Ltd (AAAPL) and Pacrise Investment Management Pte Ltd in respect of the grant of the Registered Fund Management Company (RFMC) status from the Monetary Authority of Singapore. An RFMC is permitted to undertake fund management operations in Singapore for up to 30 qualified investors with a cap on assets under management of S$250 million (US$183.7m). Pacrise is focused on managing fund of funds whilst AAAPL is focused on managing credit and special situations funds. Partner Bill Jamieson led the transaction.

Davis Polk is advising Sunac China Holdings Ltd in respect of a proposed acquisition of shares in Kaisa Group Holdings Ltd. Pursuant to the terms of the share purchase agreement, Sunac has conditionally agreed to acquire approximately 49.25 percent of the issue shares of Kaisa for approximately US$584 million. The acquisition is subject to a number of conditions precedent, including shareholders’ approval. The firm is also advising Sunac on its possible mandatory cash offer to the Kaisa shareholders of the remaining shares in Kaisa as a result of such acquisition and the related debt restructuring. Sunac and Kaisa are both listed on the HKSE and are principally engaged in property development in the PRC. Partners William F Barron, Paul Chow and Timothy Graulich are leading the transaction.

Davis Polk has also acted as English and US counsel for Tencent Holdings Ltd in respect of the Rule 144A and Regulation S offering of its US$1.1 billion 2.875 percent senior notes due 2020 and US$900 million 3.8 percent senior notes due 2025 under its US$5 billion global medium-term note program. Barclays Bank PLC, Goldman Sachs (Asia) LLC and another investment bank were the joint global coordinators for the takedown under the GMTN program. The firm also previously advised Tencent in connection with the establishment of the GMTN program, of which the underlying documents are governed by English law. Based in Shenzhen, Tencent is a leading integrated internet services company in China. Partners Eugene C Gregor and Paul Chow led the transaction whilst Maples and Calder and Jun He Law Offices advised as to Cayman Islands law and PRC law, respectively. The dealers and managers were advised by Latham & Watkins as to English and US laws and Global Law Office as to PRC law.

Dhir & Dhir Associates has advised the consortium of lenders, led by Indian Renewable Energy Development Agency Ltd, in respect of the approximately INR1.03 billion (US$16.6m) financial assistance to Deligentia Energy and Infrastructure Private Ltd for part financing the cost of implementing 25 MW solar photovoltaic grid-connected power project (crystalline technology) at Sutholi, Jawad, District Neemuch in Madhya Pradesh. Associate partner Girish Rawat led the transaction.

J Sagar Associates has advised Export-Import Bank of India in respect of the issuance of US$500 million 2.75 percent notes due 2020 under its US$6 billion medium term note programme. Barclays Bank PLC, Citigroup Global Markets Ltd and Standard Chartered Bank were the managers of the issue. Partners Dina Wadia and Uttara Kolhatkar led the transaction.

Khaitan & Co has advised HPCL Mittal Energy Ltd in respect of the approximately US$740 million refinancing of its existing rupee debt from a syndicate of 24 banks led by the State Bank of India. HPCL-Mittal Energy is a joint venture between Hindustan Petroleum Corp Ltd (HPCL) and Mittal Energy Investment Pte Ltd Singapore, a Lakshmi N Mittal Group company. Associate partner Deepto Roy led the transaction.

Khaitan & Co has also represented PS Group Realty Ltd and Bengal Ambuja Housing Development Ltd before the Competition Commission of India (CCI) in respect of an investigation on the real estate development companies for anti-competitive agreements under the umbrella of real estate association CREDAI and abuse of dominant position. The CCI Director General (DG) reported that the real estate development companies acted under an agreement amongst themselves and imposed unfair terms on the buyers. The companies filed objections to the DG Report and argued the matter before the CCI. The CCI disagreed with the DG Report and stated that, in absence of evidence of any agreement amongst various real estate development companies, there cannot be a finding of infringement. Senior partner N G Khaitan and partner Manas Kumar Chaudhuri led the transaction.

King & Wood Mallesons has acted as international counsel to Qingdao City Construction Investment (Group) Ltd (QCCI) in respect of its debut US$800million bonds issue through an offshore SPV using several credit enhancement structures by QCCI, including a keepwell deed, a deed of equity interest purchase undertaking and a standby cross-border credit facility. The bonds comprise two tranches US$500million 4.75 percent bonds due 2020 and US$300million 5.95 percent bonds due 2025. QCCI is the investment and financing platform of the Qingdao government and plays an important role in implementing the municipalitys blueprint for urban planning and municipal construction. The deal is the first US$ bond issuance by the comprehensive investment and financing platform of a municipal government in China. Hong Kong partners Hao Zhou and Richard Mazzochi led the transaction.

Luthra and Luthra Law Offices has advised Bharat Mumbai Container Terminals Pvt Ltd (BMCTPL) and its parent company PSA International PTE Ltd in respect of the external commercial borrowing facility aggregating S$630 million (US$464.3m) availed from DBS Bank Ltd. The firm also advised BMCTPL on certain hedging facilities provided by DBS Bank. The proceeds will be utilized for developing Phase I of the fourth container terminal in Navi Mumbai under a 30 year concession from Jawaharlal Nehru Port Trust. Partners Aniket Sengupta and Piyush Mishra led the transaction.

Maples and Calder has acted as Cayman Islands counsel to NYSE-listed Alibaba Group Holding Ltd in respect of its US$590 million investment in Meizu Technology Corp Ltd, one of China’s leading smartphone manufacturers. As a result of the investment, Alibaba Group and Meizu will collaborate at both strategic and business levels to integrate Meizu’s hardware and Alibaba Group’s mobile operating system. Partner Greg Knowles led the transaction whilst Freshfields acted as Hong Kong counsel. Sidley Austin represented Meizu.

Norton Rose Fulbright has acted for AMP Capital in respect of its acquisition of the debt and equity interests in Sydney’s Royal North Shore public-private partnership (PPP) project. The transaction saw AMP Capital acquire a 100 percent interest in the Royal North Shore Hospital and Community Health Services PPP from the Royal Bank of Scotland (RBS). AMP Capital will own the asset until October 2036. The hospital, which was established in 1885 and is located approximately six kilometres from Sydney’s central business district, has about 750 beds and serves the four local government areas of Mosman, Willoughby, Lane Cove and North Sydney. Together with the transfer of the equity interests in the project, the transaction involved a simultaneous refinancing of all of the external debt provided to the project entities. The transaction also required a restructuring of a complex PPP structure, with three distinct businesses forming the project group as a whole. Partner Nigel Deed led the transaction. Minter Ellison advised AMP’s financiers whilst King & Wood Mallesons advised the Royal Bank of Scotland.

Simmons & Simmons has advised Samsung Asset Management (Hong Kong) Ltd in respect of its first exchange traded fund (ETF) listings in Hong Kong, the KODEX HSI Futures ETF and KODEX HSI Futures RMB FX ETF. Samsung is a pioneer of futures-based ETFs in Korea. These listings will be the first-ever futures-based ETFs to be listed in Hong Kong. The ETFs track the HSI Futures Index and HSI Futures RMB FX Index. In the case of the KODEX HSI Futures RMB FX ETF, the ETF is unique in that it delivers returns from two exposures: the HKD performance of HSI Futures as well as the currency return of RMB against HK$. These ETFs commenced trading on the HKSE on 12 February 2015. Partner Rolfe Hayden led the transaction.

Skadden has acted as international counsel to Didi Dache in respect of its strategic merger with Kuaidi Dache. The companies are two of China’s leading taxi-hailing mobile apps. The combined company is poised to become China’s largest local transportation mobile platform and one of the world’s leading local transportation mobile platforms, based on the size of user base. Didi Dache CEO Wei Cheng and Kuaidi Dache CEO Dexter Chuanwei will be co-CEOs of the combined company which will combine the technologies, products and talents of Kuaidi Dache and Didi Dache to create strong synergistic effects and provide better local transportation mobile services to Chinese people on the go. Corporate partners Julie Gao and Will Cai, supported by Los Angeles/Hong Kong corporate partner Michael Gisser and Palo Alto tax partner Sean Shimamoto, led the transaction which was announced on 14 February 2015.

Weerawong, Chinnavat & Peangpanor has represented Jasmine International Pcl, one of Thailand’s largest integrated telecommunication service providers, in respect of the establishment and IPO of the investment units of Jasmine Broadband Internet Infrastructure Fund (JASIF), the Thai infrastructure fund investing in broadband internet assets. With an offering size of β55 billion (US$1.7b), JASIF is the largest such offering in more than a year and the third-largest deal in Thailand ever. JASIF investment units are offered to international investors under Rule 144A and local investors and are listed on the Stock Exchange of Thailand. Trading of JASIF’s investment units commenced on 16 February 2015. Partners Peangpanor Boonklum and Veeranuch Thammavaranucupt led the transaction.

Weerawong, Chinnavat & Peangpanor has also represented Plan B Media, one of Thailand’s largest out-of-home media (OOH) businesses, in respect of its β1.8 billion (US$55.2m) IPO, a domestic offering under Thai SEC regulations. Trading commenced on the Stock Exchange of Thailand on 17 February 2015. Plan B Media offers a wide range of innovative OOH platforms to support world class campaigns, including transit, digital and static media as well as mall and in-store platforms. Funds raised from the IPO will support its continued growth and new projects. Bualuang Securities Plc was the financial advisor. Partners Peangpanor Boonklum and Pakdee Paknara led the transaction.

WongPartnership has acted for CapitaLand Ltd in respect of the sale of its 40 percent stake in Surbana International Consultants Holdings Pte Ltd to Temasek Holdings subsidiary Arakan Investments Pte Ltd for S$104 million (US$76.6m). Partners Low Kah Keong, Lam Chung Nian, Ong Sin Wei, Miao Miao and Kylie Peh led the transaction.

WongPartnership is acting for Citigroup Global Markets Singapore Pte Ltd, the financial adviser to STATS ChipPAC Ltd, in respect of the pre-conditional voluntary general offer by JCET-SC (Singapore) Pte Ltd for all the issued and paid-up ordinary shares in the capital of STATS ChipPAC. Partner Dawn Law is leading the transaction.