Allen & Gledhill has acted as transaction counsel to DBS Bank, Oversea-Chinese Banking Corporation, United Overseas Bank and Malayan Banking Singapore Branch on the S$750 million (US$560m) term and revolving credit facilities to Park Mall. The proceeds of the facilities will be used to refinance Park Mall’s borrowings relating to 9 Penang Road, a Grade A office building. DBS, OCBC and UOB were appointed mandated lead arrangers of the facilities, while DBS, OCBC, UOB and Maybank were appointed green loan advisors. Partners Lim Wei Ting and Ernest Teo led the firm’s team in the transaction.
Allen & Gledhill has also acted as transaction counsel to the Housing and Development Board on its issue of S$740 million (US$552m) fixed rate green notes due 2028, under its S$32 billion (US$24b) multicurrency medium term note programme. The notes are an issuance of green bonds, proceeds of which are intended to be used to finance or refinance eligible green projects under the Project Category of Green Buildings, and for such other purposes, as set out in the Green Finance Framework of the Housing and Development Board. Partners Margaret Chin and Sunit Chhabra led the firm’s team in the transaction.
Moreover, Allen & Gledhill has advised DBS Bank, through its London branch, on the issue of £500 million (US$629.5m) floating rate covered bonds, under its US$20 billion global covered programme. This was the first covered bonds issuance out of DBS’ London branch. Partners Magdalene Leong and Sunit Chhabra led the firm’s team in the transaction.
AZB & Partners is advising Schneider Electric Industries on its acquisition, together with Schneider Electric Services International, of Zenatix Solutions from Hero Electronix and the promoters of Zenatix. Partners Ashwath Rau and Jasmin Karkhanis are leading the firm’s team in the transaction, which was signed on May 12, 2023 and is yet to be completed.
AZB & Partners has also advised Uber Technologies on the acquisition of share capital by Uber India Systems in Everest Fleet. Partners Ashwath Rau, Jasmin Karkhanis and Bharat Budholia led the firm’s team in the transaction, which was completed on May 18, 2023.
Moreover, AZB & Partners has advised KKR & Co on its Rs80 billion (US$960m) acquisition of the global engineering solutions business of S&P Global and acquisition of the Indian engineering solutions assets through KKR Indian entity Allium Solutions India. The global closing of the transaction was on May 2, 2023, while the Indian leg of the acquisition closed on December 1, 2023. Partners Darshika Kothari and Vasudha Asher led the firm’s team in the transaction.
Clifford Chance has acted as lead counsel to Mitsui & Co on its investment in Wadi Poultry and related subsidiaries, through a holding company incorporated in the Dubai International Financial Centre in the UAE. Wadi is an established integrated production business in Egypt, encompassing broiler production and processing, processed food manufacturing, the sale and distribution of these products and the procurement of feed grain. The investment aims to add value to Mitsui’s existing food and nutrition business cluster, to help meet the growing demand for poultry products in Egypt, one of the largest markets in Africa in terms of population. In addition to solidifying Mitsui’s position in the Egyptian poultry sector, the investment also aligns with Mitsui’s broader strategy of contributing to the development of healthier and more sustainable food production practices. Tokyo corporate partner Natsuko Sugihara, supported by Dubai partner Jack Hardman, led the firm’s team in the transaction.
Clifford Chance has also advised NWS Holdings on the pre-conditional voluntary cash offer by a wholly-owned subsidiary of Chow Tai Fook Enterprises (CTFE) to acquire all issued shares of NWS and cancel remaining outstanding share options of NWS. This offer was extended to NWS issued shares not already beneficially owned by Chow Tai Fook (Holdings) and its subsidiaries. The maximum total offer consideration is HK$35.5 billion (US$4.55b). NWS and its subsidiaries invest and operate a wide range of businesses, predominantly in Hong Kong and Mainland China, including toll roads, construction, insurance, logistics and facilities management. After the transaction, NWS will gain greater financial flexibility to optimise its capital structure and improve its cost of capital, including the pursuing of financing or re-financing opportunities at more favourable terms. Hong Kong partner Virginia Lee, supported by partners Maggie Lo and Angela Chan, led the firm’s team in the transaction.
Moreover, Clifford Chance has advised Bain Capital on its US$250 million investment in Masan Group, a listed Vietnamese conglomerate. The investment was made up of an initial US$200 million, which was announced on October 3, 2023, together with an additional investment of US$50 million, which was announced on December 5, 2023. This is Bain Capital’s first investment in Vietnam, an increasingly growing and dynamic market. The transaction involves an equity investment in the form of Convertible Dividend Preference Shares. The proceeds will be used to strengthen Masan Group’s financial position and deleverage its balance sheet. Partners Shaun Langhorne and Valerie Kong led the firm’s team in the transaction, which is expected to close in the coming months, subject to customary corporate and regulatory approvals.
Cyril Amarchand Mangaldas has advised Titan on its issuance of listed, unsecured, rated, redeemable, non-cumulative, non-convertible debentures aggregating to Rs25 billion (US$300m). The issue consisted of 250,000 listed, unsecured, rated, redeemable, non-cumulative, non-convertible debentures aggregating to Rs25 billion (US$300m) in two tranches, each consisting of issuance of 125,000 rated, unsecured, listed, redeemable non-convertible debentures with face value of Rs100,000 (US$1,200) each, aggregating up to Rs12.5 billion (US$150m). Kotak Mahindra Bank and Axis Bank acted as arrangers, Axis Trustee Services acted as debenture trustee, BSR & Co acted as auditor and TSR Consultants acted as registrar. Partner Lakshmi Prakash, supported by partner Bharath Reddy, led the firm’s team in the transaction, which concluded in the first week of November 2023.
Cyril Amarchand Mangaldas has also advised ESAF Small Finance Bank on its Rs46.3 billion (US$555m) IPO and its corporate promoter ESAF Financial Holdings on its offer for sale of Rs492.6 billion (US$6b) in the IPO. The IPO consisted of approximately 77.36 million equity shares of ESAF at an offer price of Rs60 (US$0.72) per equity share, including a share premium of Rs50 (US$0.60) per equity share, aggregating to Rs46.3 billion (US$555m), comprising a fresh issue of approximately 65.3 million equity shares aggregating to Rs39.07 billion (US$468m), and an offer for sale by PNB Metlife India Insurance, Bajaj Allianz Life Insurance and ESAF Holdings aggregating to approximately 12 million equity shares aggregating to Rs723 billion (US$8.7b). The equity shares commenced trading on the stock exchanges on November 10, 2023, within three working days from the date of closure of the offer. Southern region markets co-head partner Reuben Chacko led the firm’s team in the transaction. Duane Morris & Selvam acted as international counsel for the book-running lead managers, comprised of ICICI Securities, DAM Capital Advisors and Nuvama Wealth Management (formerly Edelweiss Securities).
JSA has advised Lok Capital on its investment in GrowXCD Finance, a Chennai-based startup specializing in financial services for the MSME sector. The Series A funding round witnessed Lok Capital injecting Rs500 million (US$6m) into GrowXCD Finance. This transaction signifies a crucial expansion in the reach of financial services to the underserved MSME sector, particularly in non-metropolitan regions. GrowXCD Finance’s product portfolio, tailored to low-income households and small businesses, includes innovative financial products like small business mortgage loans, home construction loans and short-term unsecured loans. Partner Siddharth Mody led the firm’s team in the transaction.
Khaitan & Co has advised PCBL, a global leader in carbon black and a part of RP-Sanjiv Goenka Group, on its proposed acquisition of 100 percent of Aquapharm Chemicals’ share capital for approximately Rs38 billion (US$456m). Completion of PCBL’s proposed acquisition is subject to the approval of the Competition Commission of India and other third parties. Aquapharm is a distinguished specialty chemicals manufacturer known for its expertise in water treatment chemicals for home care, desalination and oil & gas applications. Its key products include phosphonates, biodegradable chelating agents and polymers. The acquisition would be a transformational strategic move by PCBL to diversify and expand its product offering and geographical footprint. Partners Haigreve Khaitan, Ashraya Rao and Saswat Subasit, supported by executive director Sudhir Bassi and partners Anshul Prakash, Harsh Parikh, Smriti Yadav, Manavendra Mishra, Rajeev Vidhani, Tanvi Kumar and Anshuman Sakle, led the firm’s team in the transaction.
Khaitan & Co is also advising UltraTech Cement and Kesoram Industries on the proposed acquisition by UltraTech Cement of the cement business of Kesoram Industries. The transaction is an all-share deal that is proposed to be implemented pursuant to a Composite Scheme of Arrangement among Kesoram, UltraTech and their respective shareholders and creditors. The scheme provides for, inter alia, the demerger of the cement business of Kesoram into UltraTech, and the reduction and cancellation of the preference share capital of Kesoram. The parties have also been authorized to execute an agreement, which, inter alia, sets out the manner of implementation of the proposed transaction under the scheme, the representations and warranties given by each party, and the rights and obligations of the respective parties. The proposed transaction is subject to receipt of requisite approvals from, inter alia, the stock exchanges, the SEBI, the jurisdictional National Company Law Tribunals, the CCI and the shareholders and creditors of Kesoram and UltraTech. The proposed transaction is expected to be consummated within 9-12 months, subject to receipt of abovementioned approvals. Senior partner Haigreve Khaitan and partner Niren Patel is leading the firm’s Mumbai team advising UltraTech, while partner Arvind Jhunjhunwala is leading led the firm’s Kolkata team advising Kesoram. Trilegal will be advising on competition law matters.
Rajah & Tann Singapore has acted on the collective sale of 50 Playfair Road, a freehold site located within the Tai Seng Business Hub comprising of 27 strata lots and the common property. Partners Norman Ho and Gazalle Mok led the firm’s team in the transaction.
Rajah & Tann Singapore has also acted as Singapore counsel on the IPO and listing of WeBuy Global on the Nasdaq. WeBuy is an emerging Southeast Asian community-oriented e-commerce retailor with a focus on grocery and travel. Partners Howard Cheam and Tan Mui Hui led the firm’s team in the transaction.
Shardul Amarchand Mangaldas has advised Bain Capital Partners on acquiring a majority stake in Porus Laboratories. Partners Iqbal Khan and Pooja Singhania, supported by partners Bhoumick Vaidya and Aparna Mehra, led the firm’s team in the transaction, which closed on September 18, 2023. Kirkland & Ellis advised on the international aspects, while Khaitan & Co also advised the company and its shareholders.
Shardul Amarchand Mangaldas has also advised DLF on its partnership with Global Health (Medanta) to establish a 50:50 special purpose vehicle to design, construct, develop, operate and manage an approximately 400-bed multi-super specialty hospital in Greater Kailash-I in New Delhi, aimed at providing the highest quality healthcare. Following execution of the definitive agreements, the SPV company will be jointly incorporated by DLF and Medanta, and each of them shall contribute equally to the initial share capital of the company. Post-incorporation, DLF and Medanta will each acquire and hold a 50 percent stake in the company. Partners Nivedita Tiwari and Devesh Pandey, supported by partner Apoorva Murali, led the firm’s team in the transaction. S&R Associates advised Global Health.
S&R Associates has represented Flair Writing Industries, a leading player in the Indian writing and creative instruments industry, on its Rs5.93 billion (US$71m) IPO and its Rs730 million (US$8.76m) pre-IPO placement. Partner Jabarati Chandra led the firm’s team in the transaction.
Trilegal has advised JM Financial, Axis Capital, ICICI Securities and IIFL Securities, as the book-running lead managers, on the IPO by ASK Automotive aggregating to Rs8.34 billion (US$100m). ASK Automotive is the largest manufacturer of brake-shoe and advanced braking systems for two-wheelers in India, and supplies its products to original equipment manufacturers, including TVS Motor, Ather, Hero MotoCorp, Greaves Electric Mobility, Bajaj and Revolt. The IPO was subscribed 51x, with the QIB category being subscribed 142x. The IPO was also anchored by marquee investors, such as Nippon Life, ICICI Prudential, SBI Life, Neuberger Berman, Florida Retirement System, Societe Generale and Morgan Stanley. The stock listed at an eight percent premium. Capital markets partner Richa Chaudhary led the firm’s team in the transaction.
Trilegal has also advised public listed company Shree Renuka Sugars, a subsidiary of Singapore-listed Wilmar International, one of Asia’s leading agribusiness groups, on its acquisition of 100 percent shareholding in Anamika Sugar Mills, a manufacturer of sugar and related products. The transaction was structured through a combination of secondary purchase and primary infusion, the proceeds of which were utilised to redeem outstanding debt of Anamika Sugar Mills. Corporate partner Sanjam Arora led the firm’s team in the transaction.
Moreover, Trilegal has represented ICICI Securities and IIFL Securities, as the book-running lead managers, on the qualified institutions placement of equity shares by APAR Industries, the largest Indian company in terms of sales of conductors, and one of the largest Indian exporters of conductors and cables in Fiscal Year 2023. The issue was subscribed by various marquee investors. The proceeds of the issue amounted to Rs10 billion (US$120m), and will be used towards working capital requirements. Capital markets partners Bhakta Patnaik and Albin Thomas led the firm’s team in the transaction.
