Deals – May 4, 2016

Appleby has acted as Cayman counsel to Get Nice Financial Group Ltd and Luen Wong Group Holdings Ltd in respect of their respective listings on the Main Board and Growth Enterprise Market of the HKSE. Get Nice, which listed on 8 April 2016, raised approximately HK$710.6 million (US$91.6m) in gross proceeds whilst Luen Wong, which listed on 12 April 2016, raised HK$81 million (US$10.4m). Get Nice provides brokerage services, securities margin financing and corporate finance advisory services during the Track Record Period. Luen Wong is a civil engineering company in Hong Kong. Hong Kong corporate partner Judy Lee led the transaction whilst Loong & Yeung was the Hong Kong adviser to Get Nice whilst Stephenson Harwood acted as Hong Kong counsel to the sponsors and underwriters. DS Cheung & Co served as Hong Kong counsel to Luen Wong whilst Li, Wong, Lam & WI Cheung was Hong Kong counsel to the sponsors and underwriters.

AZB & Partners has advised FAL Corp, an affiliate of Fairfax Financial Holdings Ltd, in respect of the sale by ICICI Bank Ltd of 9 percent equity stake in ICICI Lombard General Insurance Company Ltd to FAL Corp, which would result in an increase in equity share of FAL in the company to approximately 35 percent. Partners Rajendra Barot and Samir Gandhi led the transaction which was valued at approximately INR15.5 billion (US$233m) and was completed on 31 March 2016.

AZB & Partners is also advising TVS Automobile Solutions Ltd, TVSundram Iyengar & Sons Private Ltd and Dinram Holdings Private Ltd in respect of the acquisition of 46 percent share capital of TVS ASL by Kitara ASL, Dinram, TVS Srichakra Ltd and The Associated Auto Parts Private Ltd. Partners Srinath Dasari and Nanditha Gopal are leading the transaction which was valued at approximately INR1.5 billion (US$22.5m) and is yet to be completed.

Clayton Utz is advising Perth-based ASX-listed uranium miner Peninsula Energy Ltd in respect of its convertible loan arrangements with major shareholders Resource Capital Fund VI LP and Pala Investments Ltd for a total of US$15 million. The funds received under the convertible loan facilities, together with funds raised from other financing alternatives currently being negotiated, will be used for well field ramp up activities and Stage 2 final engineering designs at the Lance Projects, resource development drilling and feasibility studies at the Karoo Projects in South Africa, and general working capital purposes. Perth partners Matthew Johnson and Rohan Mishra are leading the transaction.

Clayton Utz has also advised Perth-based ASX and AIM-listed tungsten miner Wolf Minerals Ltd in respect of on its £25 million (US$36.4m) equity facility established with Resource Capital Fund VI LP (RCF VI), announced to the market on 29 January 2016 and approved by Wolf shareholders on 22 April 2016. Perth Corporate Advisory/M&A partner Matthew Johnson led the transaction.

Clifford Chance has advised a syndicate, including Development Bank of Japan Inc, The Bank of Tokyo-Mitsubishi UFJ Ltd, DBS Bank Ltd, National Australia Bank Ltd, China Construction Bank (Europe) SA, The Bank of East Asia Ltd, CTBC Bank Co Ltd and The Tokyo Star Bank Ltd, as mandated lead arrangers, in respect of an up to US$650 million secured credit facility for AerCap Holdings NV. Based in Ireland, AerCap is one of the world’s largest aircraft leasing companies. This credit facility was signed to finance AerCap’s acquisition of a portfolio of nine aircraft from Boeing and Airbus. Office managing partner Fergus Evans led the transaction.

Conyers Dill & Pearman is providing Cayman law advice to Mr Hongyi Zhou, chairman and CEO of Qihoo 360 Technology Co Ltd, CITIC Securities Co Ltd or its affiliates, Golden Brick Capital Private Equity Fund I LP, China Renaissance Holdings Ltd or its affiliates and Sequoia Capital China I LP and/or its affiliates in respect of the acquisition of all the outstanding Class A and Class B ordinary shares of Qihoo 360 not owned by them or their affiliates, including Class A ordinary shares represented by American depositary shares, each two representing three Class A ordinary shares, for US$51.33 in cash per Class A or Class B ordinary share, or US$77.00 in cash per ADS. Partner and Hong Kong co-chair David Lamb is leading the US$9 billion deal alongside Kirkland & Ellis, led by Hong Kong partners David Zhang and Jesse Sheley and special committee counsel Skadden, Arps, Slate, Meagher & Flom, led by Hong Kong partner Julie Gao and Beijing partners Peter Huang and Daniel Dusek, as US counsel.

Conyers Dill & Pearman has provided Bermuda law advice to Yuexiu Transport Infrastructure Ltd in respect of its public issuance of RMB1 billion (US$154m) bonds listed and traded on the Shanghai Stock Exchange. The transaction is the first publicly issued Panda Bonds in China’s domestic bond market. Hong Kong partner Anna Chong led the transaction working alongside Baker & McKenzie and Guangdong Guangda.

Cyril Amarchand Mangaldas has advised Equitas Holdings Ltd in respect of the public issue of approximately 197.9 million equity shares with face value of INR10 (US$0.15) each in cash at INR110 (US$1.65) per equity share (including a share premium of INR100 (US$1.50) per equity share), aggregating to approximately INR21.8 million (US$327,464). The issue comprises a net issue to the public of approximately 197.6 million equity shares and a reservation of 250,000 equity shares aggregating to INR27.5 million (US$413,039) for subscription by eligible employees, not exceeding five percent of the post-Issue paid-up equity share capital of the issuer. This is the largest ever BFSI IPO in India. Mumbai capital markets partner Yash Ashar and New Delhi tax partner SR Patnaik led the transaction. The international counsel to the underwriters was Squire Patton Boggs Singapore.

Davis Polk has advised the initial purchasers in respect of the US$250 million Regulation S only high-yield offering by China Aoyuan Property Group Ltd of its 6.525 percent senior notes due 2019. China Aoyuan is one of the leading property developers in Guangdong province in China and has been developing residential projects for more than 15 years. Partner William F Barron led the transaction.

Hogan Lovells has advised the mandated lead arrangers in respect of the project financing of the Sohar independent water producer (IWP) project in the Sultanate of Oman. The project comprises the design, construction, ownership, financing, operation and maintenance of a high efficiency desalination facility, based on seawater reverse osmosis technology. The OMR86 million (US$223.3m) financing package was arranged by four Omani banks, namely Bank Muscat, Oman Arab Bank, Bank Sohar and Bank Dhofar, and was provided to the project sponsors, Valoriza Agua, a subsidiary of Spanish construction firm Sacyr. Valoriza Agua will own a 51 percent stake in the project, with Oman Brunei Investment Company taking 25 percent and Sogex Oman the remaining 24 percent. Dubai infrastructure partner Christopher Cross, supported by partners Sohail Barkatali (Dubai) and Andrew Gallagher (London), led the transaction.

HSA Advocates has advised Hero Electronix, a subsidiary of The Hero Group, in respect of acquiring a strategic stake in Tessolve Semiconductor, the Bangalore-headquartered leading semiconductor engineering services company. Hero Electronix will complete the phased acquisition of significant majority holding in the company by the end of 2016. Tessolve Semiconductor currently has operations pan-India and across USA, Singapore, Malaysia and other regions across the globe. Hero Electronix was formed in 2015 and marked the Delhi-headquartered Hero Group’s entry into the electronics and technology space. Corporate M&A head Aparajit Bhattacharya, supported by partner Harvinder Singh, led the transaction.

J Sagar Associates has advised India Alternatives Private Equity Fund in respect of its investment in compulsorily convertible preference shares of Seclore Technology Private Ltd. The fund backs potential market leaders benefitting from transformational themes with a portfolio that includes marquee investments such as CIBIL, India’s largest credit information bureau, and Enamor, a market-leading consumer product brand. Seclore provides and develops data protection software to protect sensitive information, providing data security solutions, providing information security solutions in the areas of information usage control, information rights management or secure outsourcing. Seclore has various existing private equity investors, all of whom also participated in the funding. Partner Pallavi Puri led the transaction.

Khaitan & Co has advised RAG-Stiftung Beteiligungsgesellschaft mbH in respect of the Indian leg of the transaction involving the acquisition by RAG-Stiftung of 70 percent stake in the Dorsch Group through its investment company, RAG-Stiftung Beteiligungsgesellschaft mbH. Founded in April 2014, RAG-Stiftung is an investment company which invests in companies which are sustainably successful. Dorsch is RAG-Stiftung’s second investment in the engineering consultancy segment, following the British consulting engineers, Pell Frischmann. This segment is one of the strategic investment fields of RAG-Stiftung Investment Company. Partner Rabindra Jhunjhunwala led the transaction.

Khaitan & Co has also advised Alembic Pharmaceuticals Ltd in respect of the 60:40 joint venture with Orbicular Pharmaceutical Technologies Private Ltd to engage in research and development, manufacturing, commercializing and marketing of topical products on a worldwide basis. Alembic Pharmaceuticals is a listed Indian company engaged in, inter alia, developing, manufacturing and commercializing pharmaceutical products. Partner Bhavik Narsana, supported by partner Adheesh Nargolkar, led the transaction.

King & Wood Mallesons has acted as international and PRC counsel for Yunnan Energy Investment Finance Co Ltd in respect of its offering of US$300 million 3 percent guaranteed bonds due 2019. The bonds are guaranteed by Yunnan Energy Investment (HK) Co Ltd with the benefit of a keepwell deed and a deed of equity interest purchase and investment undertaking by Yunnan Provincial Energy Investment Group Co Ltd. Yunnan Energy is wholly-owned by the Yunnan Provincial Government and is the sole energy platform for the province designated to engage in the investment and development of the energy sector in the province, as well as energy investment and cooperation with Southeast Asian nations. It is primarily engaged in power generation and sales, coal production and sales, resources trading (including natural gas), financial services and other businesses. Hong Kong partner Hao Zhou, supported by Beijing partner Song Yanyan, led the transaction.

Maples and Calder has acted as BVI counsel to Yunnan Energy Investment Finance Company Ltd in respect of its issue of US$300 million 3 percent guaranteed bonds due 2019. The bonds, which are unconditionally and irrevocably guaranteed by Yunnan Energy Investment (H K) Co Ltd, will be listed on the HKSE. The Yunnan group is a leading state-owned energy company based in Yunnan Province, China. Partner Jenny Nip led the transaction. King & Wood Mallesons advised the issuer and the guarantor. Linklaters and Jingtian & Gongcheng acted as to English and PRC counsel, respectively, to the joint lead managers.

Rajah & Tann Singapore is acting for Gallant Venture Ltd (GV) in respect of GV Group’s exit of its investment in the Lao Xi Men Project, pursuant to which the GV Group will receive proceeds aggregating to US$330 million. In connection therewith, GV has entered into an agreement with Universal Global Invest Ltd and Market Strength Ltd relating to, inter alia, the disposal by GV of its entire holding of 202.5 million warrants issued by Market Strength to Universal Global. Pursuant to the terms of the agreement, the US$202.5 million principal amount of notes issued by Market Strength which are held by PT Batamindo Investment Cakrawala, a subsidiary of GV, will be redeemed ahead of the maturity date of the notes in February 2018. Market Strength has an effective interest of approximately 47.7 percent in Shanghai Wanye Enterprises Lao Xi Men Real Estate Development Co Ltd which owns the property development project located in Lao Xi Men, Shanghai, PRC. Partners Serene Yeo and Cheng Yoke Ping are leading the transaction which was announced on 25 April 2016 and is still on-going.

Sullivan & Cromwell has represented Sompo Japan Nipponkoa Holdings Inc in respect of its tender offer for the shares of common stock of Message Co Ltd (Japan) and in Message’s subsequent consolidation as a subsidiary of Sompo Japan Nipponkoa. Tokyo corporate partner Keiji Hatano led the transaction which was completed on 7 March 2016.

Watson Farley & Williams has advised ING Bank NV as global coordinator and a mandated lead arranger in respect of the US$221 million KSURE-backed secured debt financing to Oslo-listed BW LPG, in relation to the funding of four VLGC newbuildings. The consortium of banks led by ING included KFW IPEX-Bank, OCBC and Standard Chartered Bank. The VLGCs are four in a series of twelve VLGC newbuildings in the orderbook of BW LPG. The delivery of the first VLGC is scheduled for 9 May 2016. Madeline Leong, head of the international finance team and of the Hong Kong office, led the transaction.

Weerawong C&P has represented Berli Jucker Public Company Ltd in respect of the €3.2 billion (US$3.7b) bridge facilities provided by BNP Paribas, HSBC, Rabobank ICBC, Mizuho Bank, Standard Chartered Bank, SMBC and Bangkok Bank. The funds are for the acquisition of a 58.56 percent stake in the Big C Supercenter Plc, a large nationwide retail store, from the France-based Casino Group. This is the largest acquisition financing in Thailand in 2016 to date. Partner Passawan Navanithikul led the transaction.
Weerawong C&P has also represented Berli Jucker Public Company Ltd in respect of the β88 billion (US$2.5b) facilities provided by several major banks in Thailand, namely Bangkok Bank, KASIKORNBANK, Siam Commercial Bank, Krung Thai Bank, TMB Bank and Tisco Bank, for the acquisition of the shares in Big C Supercenter Plc through a tender offer. Partner Passawan Navanithikul also led the transaction.