Allen & Gledhill has acted as Singapore law counsel to DBS Group Holdings on the issue of US$750 million 4.52 percent subordinated notes due 2028, under its US$30 billion global medium term note programme. The notes were issued as Tier 2 capital of DBS Group Holdings. Partner Glenn Foo led the firm’s team in the transaction.
Allen & Gledhill has also advised Ascendas India Logistics Holdings, a subsidiary of the Ascendas-Singbridge Group, on the Rs20 billion (US$293.3m) joint investment by Ascendas-Singbridge Group and Temasek Holdings in Ascendas India Logistics. The fund has been established to invest in logistics and industrial real estate in key locations in India. Partners Jerry Koh, Foong Yuen Ping and Jonathan Lee led the firm’s team in the transaction.
AZB & Partners is advising Ascendas-Singbridge and Sembcorp Development on the acquisition by Singapore Amaravati Investment Holdings of 58 percent of Amaravati Development Partners (ADP), a joint venture between Ascendas, Sembcorp and Amaravati Development Corporation (ADC), and on the acquisition by ADC of 42 percent of ADP. Partner Prashanth Sabeshan is leading the firm’s team in the transaction, which is valued at Rs31.4 billion (US$460.6m) and is yet to be completed.
AZB & Partners is also advising Equirus Capital on the acquisition by Federal Bank of an approximately 20 percent stake in Equirus Capital. Partners Alka Nalavadi, Rushabh Maniar and Rinki Ganguli are leading the firm’s team in the transaction, which was signed on June 12, 2018 and is yet to be completed.
Conyers Dill & Pearman has provided BVI and Cayman Islands advice to China 21st Century Education Group on its HK$406.8 million (US$51.8m) IPO and international placing of 360 million shares in Hong Kong. Founded in 2003 and headquartered in Shijiazhuang, the company provides education services in China. It operates a total of 15 schools, including a private college under the Shijiazhuang Institute of Technology name, six Saintach tutorial schools, and eight Saintach kindergartens. Hong Kong partner Anna Chong, working alongside Luk & Partners in association with Morgan, Lewis & Bockius as onshore counsel, led the firm’s team in the transaction.
Conyers Dill & Pearman has also acted as special counsel in the Cayman Islands and the BVI to Central China Real Estate and certain subsidiary guarantors of the company, namely Joy Ascend Holdings, Sino Joy Enterprises, Central China Real Estate Holdings, Proud Sky Investments, Leapup, Bumper Up and Artstar Investments, on the company’s issue of US$86 million 6.875 percent senior notes due 2020, to be consolidated and form a single series with the US$300 million 6.875 percent senior notes due 2020. The original notes and the new notes are listed in Singapore. The company develops hotels, commercial and residential buildings and other properties in China. It also engages in property investment consulting, leasing, and management activities, as well as in hotel management, designing, commerce and trading and financial services businesses. Hong Kong partner Anna Chong, working alongside Sidley Austin (Hong Kong), Li & Partners (Hong Kong) and Commerce & Finance Law Offices (China), also led the firm’s team in the transaction.
Gibson, Dunn & Crutcher has represented Toyota on agreements with Grab to strengthen their existing partnership and expand their collaboration in Southeast Asia, to drive further advances in mobility-as-a-service (MaaS) across the region. As part of this agreement, Toyota will invest US$1 billion in Grab. Grab operates online-to-offline mobile platforms in transportation, food and package delivery, mobile payments and financial services in 217 cities in eight Southeast Asian countries. Since August 2017, Toyota and Grab have been developing connected services for Grab, utilising driving data collected by Toyota’s TransLog data-transmission driving recorder. The data collected is stored on Toyota’s proprietary mobility services platform (MSPF), which serves as a form of information infrastructure for connected vehicles. Both companies have already begun collaboration in the field of connected vehicles by, for example, providing driving-data-based automotive insurance for Grab’s rental fleet in Singapore. Toyota and Grab’s initial success led them to expand their collaboration. This expansion is aimed at achieving connectivity for Grab’s rental car fleet across Southeast Asia, and at rolling out various connected services that utilise vehicle data stored on Toyota’s MSPF. Corporate partners Keith Biancamano (Los Angeles) and Saptak Santra (Singapore) led the firm’s team in the transaction.
J Sagar Associates has advised Edelweiss Financial Services, ICICI Securities and Motilal Oswal Investment Advisers on the proposed IPO of Anmol Industries. Anmol has filed a draft red herring prospectus with the Securities and Exchange Board of India for an offer for sale of equity shares by certain selling shareholders, aggregating to Rs7.5 billion (US$110m). Anmol is a branded packaged food company focused on biscuits and cakes, with “Anmol” as its flagship brand. It is the fourth largest biscuit brand and the fifth largest cake brand in India, in terms of revenue. Partners Vikram Raghani and Arka Mookerjee led the firm’s team in the transaction.
J Sagar Associates has also advised ICICI Securities, IIFL Holdings and SBI Capital Markets on the proposed IPO of Craftsman Automation. Craftsman has filed a draft red herring prospectus with the Securities and Exchange Board of India for a fresh issue of equity shares aggregating up to Rs4 billion (US$58.6m) and an offer for sale of approximately 4.4 million equity shares by certain selling shareholders, including up to approximately 1.4 million equity shares by International Finance Corporation and 1.6 million equity shares by Marina III (Singapore). Craftsman is a diversified engineering company with vertically integrated manufacturing capabilities. It is engaged in three business segments, namely powertrain and other products for the automotive segment, aluminium products for the automotive segment, and industrial and engineering products segment. Partners Vikram Raghani and Arka Mookerjee led the firm’s team in the transaction. AZB & Partners, led by partner Madhurima Mukherjee, acted as India law counsel to International Finance Corporation and Marina III.
Khaitan & Co has advised venture capital firms Kalaari Capital Partners and Lightbox Ventures on their complete exit from Indiavidual Learning. Pursuant to the transaction, Reliance Industries will acquire 72.69 percent stake in Indiavidual Learning, by way of secondary acquisition of securities from Indiavidual’s existing shareholders, including Kalaari Capital and Lightbox Ventures, and primary investment in the form of subscription of Indiavidual’s equity shares, for a total consideration of US$180 million. Partner Vineet Shingal, assisted by partner Bijal Ajinkya, led the firm’s team in the transaction.
Khaitan & Co has also advised Simplex Infrastructures on its approximately US$60 million qualified institutions placement. A diversified infrastructure company established in 1924, Simplex Infrastructures executes ground engineering, industrial, building and housing, power, marine, roads, bridges, railways and urban infrastructure. Its offerings include design, engineering and construction. Partner Arvind Jhunjhunwala, supported by executive director Sudhir Bassi, led the firm’s team in the transaction.
Luthra & Luthra has advised IndoStar Capital Finance on its IPO of equity shares, including a fresh issuance of equity shares by the company, along with an offer for sale of equity shares by the promoter, Indostar Capital, and various other selling shareholders. JM Financial, Kotak, Nomura, Morgan Stanley and Motilal Oswal were the underwriters to the IPO. Partners Manan Lahoty and Manshoor Nazki led the firm’s team in the transaction, which was valued at approximately US$270 million.
Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to New York-listed Cayman Islands company Sea, a leading internet company in Greater Southeast Asia, on its offering of US$500 million convertible senior notes due 2023, with an option for the initial purchaser to purchase up to an additional US$75 million principal amount of notes. The notes are convertible into Sea’s American depositary shares, each representing one Class A ordinary share of the company. The offering closed on June 18, 2018. Goldman Sachs (Asia) was the sole book-running manager and initial purchaser. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom represented the company. Davis Polk & Wardwell acted for Goldman Sachs.
Rajah & Tann Singapore is acting for Viva Industrial Trust Management and Viva Industrial Business Trust on the proposed S$936.7 million (US$687.5m) merger of ESR-Reit and Viva Industrial Trust, by way of a trust scheme of arrangement with a combined S$3 billion (US$2.2b) in assets. The proposed merger, a first in Singapore between two Reits, will create Singapore’s fourth largest industrial Reit. The real estate portfolios of ESR-Reit and Viva Industrial Trust cover properties, predominantly for business parks and other industrial uses. In connection with the merger, the firm is also acting for Viva Investment Management on the proposed sale of shares in Viva Industrial Trust Management to ESR Funds Management. M&A partners Chia Kim Huat, Evelyn Wee, Sandy Foo and Favian Tan, corporate real estate partners Norman Ho and Benjamin Tay, and banking and finance partner Lee Xin Mei are leading the firm’s team in the transaction.
Rajah & Tann Singapore has also acted as transaction counsel and Singapore counsel for Far East Consortium International (FEC) on its acquisition of Highest Reach Investments from Amber Investment Holding (Cayman). Through its subsidiaries, Highest Reach Investments owns a freehold property, currently known as “21 Anderson Royal Oak Residence” located at 21 Anderson Road, Singapore. The property comprises 34 residential units, with a total ground floor area of 87,000 square feet. FEC will pay approximately S$93 million (US$68.3m) and assume an existing bank loan under a credit facility of approximately S$103 million (US$75.6m), in connection with the acquisition of the property. Corporate real estate partners Norman Ho and Benjamin Tay and M&A partner Tan Chon Beng led the firm’s team in the transaction.
Skadden is advising JD.com, China’s leading technology-driven e-commerce company and its largest retailer, on its strategic transaction with Google Shopping. Google will invest US$550 million in cash, as part of a strategic partnership. Google and JD plan to collaborate on a range of strategic initiatives, including joint development of retail solutions in a range of regions around the world, including Southeast Asia, the US and Europe. Under the agreements, Google will receive approximately 27.1 million newly issued JD.com Class A ordinary shares at an issue price of US$20.29 per share, equivalent to US$40.58 per ADS, based on the volume-weighted average trading price over the prior 10 trading days. Partner Julie Gao led the firm’s team in the transaction.
Skadden has also represented Japanese e-commerce company Mercari, one of the world’s largest C2C marketplace app providers, on its ¥130.7 billion (US$1.2b) IPO and listing in Tokyo. Mercari is Japan’s first unicorn, a startup with a valuation above US$1 billion. Trading commenced on June 19, 2018. Partner Kenji Taneda led the firm’s team in the transaction, which is the largest stock listing in Japan this year.
TT&A has advised Guala Closures on the India law implications on Guala Closures (India) and Axiom Propack, its subsidiaries in India, regarding the acquisition of the share capital of Guala Closures by Italy-listed special purpose acquisition company Space4. Guala Closures is a leading player in the packaging sector, with global leadership in the production and distribution of closures for the spirits and wines sectors, and with a significant presence in the water, oils and pharmaceuticals closures market in Italy, as well as globally. The acquisition will be followed by a merger of Guala Closures with Space4 and the subsequent listing of the merged entity in Italy. Mumbai partner Feroz Dubash led the firm’s team in the transaction, which was valued at €600 million (US$700m) and was signed on April 16, 2018. Linklaters, led by Milan managing partner Andrea Arosio and corporate partner Giorgio Fantacchiotti, advised Guala Closures. Bonelli Erede Pappalardo (Milan), Freshfields Bruckhaus Deringer and Lombardi & Associates advised Space4.
WongPartnership is acting for Sembcorp on the proposed divestment of its Singapore medical waste division to TEE Medical Services, a 50-50 joint venture between TEE Infrastructure and Dymon Asia Capital’s (Singapore) private equity arm. Partners Tay Peng Cheng, Mark Choy, Angela Lim and Milton Toon are leading the firm’s team in the transaction.
