Deals – January 28, 2015

Appleby has acted as Cayman, Bermuda and BVI counsel to Deson Construction International Holdings Ltd in respect of its spin-off from Deson Development International Holdings Ltd (a Bermuda company listed on the Main Board of the HKSE) and listing of Deson Construction on the Growth Enterprise Market of the HKSE on 8 January 2015. Deson Construction is a contractor in the building industry operating in Hong Kong and the PRC. The company is one of the top 10 contractors in Hong Kong providing building construction, electrical and mechanical engineering and fitting-out works. Hong Kong corporate partner John Melia led the transaction which was the first listing in Hong Kong in the new year.

Appleby has also acted as Cayman counsel to SiS Mobile Holdings Ltd in respect of its split from parent company SiS International Holdings Ltd (a Bermuda company listed on the Main Board of HKSE) on the Main Board of the HKSE on 15 January 2015. SiS Mobile is a distributor of mobile phones in Hong Kong with extensive local distribution channels and an authorised non-exclusive distributor of four internationally renowned brands of mobile phones. Majority of the proceeds will be used for acquisition of new office and warehouse space, as well as improvement of its operational management capability. Hong Kong corporate partner Judy Lee led the transaction.

Baker & McKenzie is advising Japan-based Recruit Holdings Co Ltd, one of the world’s largest recruitment firms, in respect of its acquisition of ASX-listed HR services provider Chandler Macleod through a scheme of arrangement and of Peoplebank, the largest technology recruitment firm in Australia, from private equity firm Navis. Australia partners Ben McLaughlin and Richard Lustig with Tokyo partners Jiro Toyokawa and Tetsuo Tsujimoto led the transaction.

Clifford Chance has advised the shareholders of Indonesian logistics services provider PT Puninar Saranaraya (Puninar Logistics) in respect of the formation of a joint venture with KLN Singapore, a wholly-owned subsidiary of Kerry Logistics Network. The JV will combine Kerry Logistics’ global logistics expertise and international freight forwarding network with Puninar Logistics’ Indonesian logistical capabilities and connections, thereby giving customers in Indonesia access to complete supply chain solutions and a globally integrated network. Puninar Logistics will also be able to expand its international customer base. Singapore corporate partner Melissa Ng led the transaction.

Clifford Chance has also advised Barclays Capital, BNP Paribas, Goldman Sachs, HSBC, JP Morgan and Societe Generale in respect of the establishment of Contineo Ltd together with technology company AG Delta, the first open multi-issuer platform for structured products serving private banking and wealth management clients. Newly-launched Contineo is a technology platform that provides private banking and wealth management businesses access to multiple structured product issuers to create a more efficient and compliant marketplace. Partner Neeraj Budhwani, supported by partners Matt Feldmann, Steve Gatti, Richard Blewett and Ling Ho, led the transaction.

Colin Ng & Partners is acting as lead counsel for Pilgrim Partners in respect of the launch of Pilgrim Growth and Income Fund (PGIF), a hedge fund that seeks to look for opportunities globally, with an emphasis on developed markets and Asia. PGIF has been notified as a Restricted Foreign Scheme to the Monetary Authority of Singapore and is offered to high net worth individuals and corporations. Partner Bill Jamieson is leading the transaction whilst Walkers is acting as Cayman Islands counsel.

Davis Polk is advising Haitong International Securities Company Ltd, Macquarie Capital Securities Ltd, JP Morgan Securities plc and another investment bank as joint placing agents in respect of the HK$29.94 billion (US$3.86b) placing of H shares by Haitong Securities Co Ltd. Completion of the placing is subject to a number of conditions precedent, including obtaining approval of Haitong Securities’ shareholders. Haitong Securities is a leading full-service securities firm in the PRC with an integrated business platform, extensive branch network and substantial customer base. Its H shares and A shares are listed and traded on the HKSE and the Shanghai Stock Exchange, respectively. Partner Paul Chow led the transaction. Haitong Securities was advised by Clifford Chance as to Hong Kong law and Grandall Law Firm as to PRC law.

ELP has advised Johnson Controls on the Indian legal aspects in respect of its definitive agreement to form a global joint venture with Hitachi Ltd and Hitachi Appliances. The new JV will allow the companies to deliver the most diverse technology portfolio in the heating, ventilation, air conditioning and refrigeration industry. Through the agreement, Johnson Controls will obtain a 60 percent ownership stake in Hitachi Appliances’ more than ¥300 billion sales ($2.54b) global air conditioning business, excluding sales and service operations in Japan. Johnson Controls is a global multi-industrial company with 130 years of history in supplying heating, ventilation, air-conditioning, building controls, refrigeration and security systems for buildings. A global home appliances and air conditioning solutions provider, Hitachi Appliances, a wholly-owned subsidiary of global electronics and infrastructure solutions provider Hitachi, supplies high quality, efficient and reliable air conditioning solutions across the globe. Hitachi Appliances will continue to provide Hitachi branded HVAC products in the Japanese market after this transaction. Partners Suhail Nathani and Darshan Upadhyay and associate partner Yogesh Chande led the transaction.

ELP has also represented Trans Asian Shipping Services Pvt Ltd before the Kerala High Court in respect of Income Tax appeals filed challenging orders which denied benefit of Tonnage Tax Scheme under Chapter XII-G of the Income-tax Act 1961 for slot charter operations on the premise that such operations are carried on the ships which are not qualifying ships. On 23 January 2015, the Kerala High Court decided in favour of Trans Asian Shipping. The decision is the first such decision on this issue and clarifies the legal position which will have a bearing on the industry at large. Senior advocate Porus Kaka, managing partner Rohan Shah, partner Nishant Shah and associate partner Ranjeet Mahtani led the transaction.

Kirkland & Ellis has represented Hydoo International Holding Ltd, an HKSE-listed commercial property development company which focuses on the development and operation of large trade and logistics projects in cities across China, in respect of its issuance of US$120 million 7 percent convertible notes due 2020. The purchaser of the notes is a private company wholly-owned by Ping An Real Estate, the real estate investment management arm of Ping An Insurance. Concurrently, Hydoo and Ping An Real Estate entered into a Strategic Cooperation Framework Agreement, pursuant to which Ping An will make strategic investments in Hydoo’s future trade center and logistics projects. Hong Kong corporate partners Benjamin Su, Stephanie Lau and Ben James led the transaction.

Luthra and Luthra Law Offices has advised Global Health Private Ltd (GHPL) and the Carlyle Group, an existing equity investor in GHPL, in respect of the sale by Punj Lloyd Ltd of its entire approximately 8.6 million equity shares representing 17.74 percent of the share capital of GHPL to Temasek. GHPL owns and operates the Gurgaon-based Hospital Medanta – The Medicity. Senior partner Mohit Saraf led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Cayman Islands company Asiaray Media Group Ltd in respect of its IPO and listing of 110 million shares with a par value of HK$0.10 (US$0.0129) each on the HKSE. The shares were offered at HK$7.02 (US$0.90) each and the listing raised approximately HK$772 million (US$99.58m). Asiaray is a leading out-of-home media company with a strategic focus on airport and metro line advertising. BOCI Asia Ltd acted as the sole sponsor and sole global coordinator, sole book-runner and sole lead manager. Partner Jenny Nip led the transaction whilst Baker & McKenzie acted as Hong Kong counsel. Mayer Brown JSM acted for the sole sponsor and underwriters.

Norton Rose Fulbright has advised eight lenders, consisting of The Siam Commercial Bank Public Company Ltd, Bangkok Bank Public Company Ltd, KASIKORNBANK Public Company Ltd, Bank of Ayudhya Public Company Ltd, Land and Houses Bank Public Company Ltd, The Bank of Tokyo-Mitsubishi UFJ Ltd, Mizuho Bank Ltd and CIMB Thai Bank Public Company Ltd, in respect of the financing of a portfolio of 12 gas-fired cogeneration projects in Thailand. The projects, being developed under Thailand’s Small Power Producers program, are sponsored by Gulf Energy Development Company Ltd and Mitsui & Co Ltd, each of which will hold its interest in the 12 projects through Gulf MP Company Ltd. Each project in the portfolio will be financed by eight lenders on a standalone basis with the intercompany support arrangement among all 12 projects. The 12 projects will generate up to 1,470 MW of electricity and 200 TPH of steam. Majority of electricity will be sold to the Electricity Generating Authority of Thailand under the 25-year power purchase agreements whilst the remaining electricity and all steam will be sold to industrial users in the nearby areas. Partners Somboon Kitiyansub (Bangkok) and Nick Merritt (Singapore) led the transaction which is the largest energy portfolio financing transaction undertaken in Thailand.

Norton Rose Fulbright has also acted for the financiers, consisting of Banco Santander, Commonwealth Bank of Australia, Credit Agricole CIB Australia, The Bank of Nova Scotia Asia and United Overseas Bank, in respect of the successful ALTRAC Light Rail Consortium bid (formerly known as the Connecting Sydney Consortium) for the Sydney Light Rail PPP project. ALTRAC Light Rail, which comprised Alstom Transport Australia, Transdev, Acciona and Capella Capital, will deliver and operate the new CBD and South East light rail in Sydney. The NSW Government officially awarded the contract to design, construct, operate and maintain the project to ALTRAC on 17 December 2014. Major construction is expected to finish in 2018. Partner Jo Crew led the transaction.

Rajah & Tann has advised SGX-ST-listed Lifebrandz Ltd in respect of its private placement of 500 million shares for an aggregate consideration of S$1.8 million (US$1.34m). Lifebrandz is a brand development and management group specialising in the lifestyle and entertainment industries. Corporate & Capital Markets partners Danny Lim and Chia Lee Fong led the transaction which was completed on 16 January 2015. Chan Hui Lan Catherine, Lim Fook Hing Roland and Ang Nam Wah Albert, the subscribers for the placement, were advised by Colin Ng & Partners.

SSEK Legal Consultants has acted as Indonesian counsel to Daewoo International Corp in respect of a US$210 million funding for the expansion of ASX-listed Finders Resources’ copper cathode plants (known as the Wetar Copper Project) in Indonesia’s Maluku Province. The US$210 million funding consists of a credit-approved commitment letter with a group of four banks for US$165 million of senior loan facilities and a US$45 million equity investment by Daewoo in Finders’ wholly-owned Indonesian subsidiary, PT Batutua Tembaga Raya, which holds the Wetar Copper Project. Daewoo will hold a 24.1 percent economic interest in PT Batutua Tembaga Raya. Partner Denny Rahmansyah led the transaction whilst Yulchon acted as foreign legal counsel.

Stephenson Hardwood is acting for Choon’s Design Inc in respect of a cross-border infringement case involving copyright infringement and passing off by Hong Kong and PRC entities and individuals. The Rainbow Loom band kits of Choon’s Design were awarded Toy of the Year award in 2014. Choon’s Design has obtained Mareva and prohibitive injunctions against the defendants from the High Court in Hong Kong to restrain the infringing activity. Partner Jezamine Fewins is leading the transaction.

Taylor Wessing has advised Kuwait-based real estate developer Oqyana Real Estate in respect of a deal with floating island experts Dutch Docklands to create a series of private floating island villas to be located in “The World Islands‟ project in Dubai. Under the deal, Oqyana will tie up with Dutch Docklands to bring personalised private floating islands to Dubai to be located in “The World Islands” project. Each private floating island will house just one villa – the pinnacle of exclusive island living.

Thanathip & Partners has represented private equity firms Lombard and LeapFrog in respect of their acquisition of approximately 11 percent interest each of Syn Mun Kong Insurance Public Company Ltd from Royal & Sun Alliance Insurance Plc through a bidding process for approximately β1.9 billion (US$58.2m). Managing partner Thanathip Pichedvanichok led the transaction.

Thanathip & Partners has also advised L&P Property Company Ltd, a subsidiary of Thailand’s largest real estate developer Land & Houses Public Company Ltd, in respect of the establishment and IPO of the first ever REIT (real estate investment trust) of a shopping mall in Thailand, namely L&H Shopping Centers Real Estate Investment Trust (LSHC), and the subsequent long-term lease of Terminal 21 Shopping Center to the REIT which is managed by Siam Commercial Bank Public Company Ltd as trustee and L&H Fund Company Ltd as REIT manager. The REIT first traded on the Stock Exchange of Thailand on 26 December 2014. Capital markets head partner Chawaluck Sivayathorn led the transaction.

Wong & Partners, Baker & McKenzie’s member firm in Malaysia, has advised Sarawak Cable Berhad (SCB) in respect of its acquisition of 100 percent stake in Universal Cable (M) Berhad and Leader Cable Industry Berhad from HNG Capital Sdn Bhd for RM210 million (US$58m). SCB and the target companies are in the cable manufacturing industry in Malaysia. Upon completion of the acquisition, SCB will be able to further enhance its manufacturing capacity and expand its power cables manufacturing base to Peninsular Malaysia through the target companies’ manufacturing bases. Partner Munir Abdul Aziz led the transaction.

WongPartnership is acting as Singapore counsel for Kohlberg Kravis Roberts & Co LP in respect of the establishment of an investment structure in relation to a non-banking financial company that will provide structured credit solutions to the real estate sector in India. Partners Low Kah Keong and Felicia Ng are leading the transaction.

WongPartnership is also acting for Ladyhill (Private) Ltd, a subsidiary of CapitaLand Residential Ltd, the developer of the new freehold condominium project, in respect of the sale of units at Marine Blue, situated along Marine Parade Road, Singapore comprising of 120 condominium units and four strata terrace houses released at an average price between S$1,800 (US$1,341) and S$2,000 (US$1,490) psf. Partners Cornelia Fong and Annabel Kang are leading the transaction.