Asia Deal Digest: December 6, 2012

 

Freshfields Bruckhaus Deringer and Linklaters have the key legal roles in HSBC Holdings Plc.’s planned $9.4 billion sale of its minority stake in Ping An Insurance (Group) Co. of China Ltd. to Thai conglomerate Charoen Pokphand Group Co. Ltd. Hong Kong partners Teresa Ko and David Winfield are representing HSBC in the sale, which is expected to be completed by January 7. Linklaters Hong Kong partner Tien-yo Chao is leading a team advising Bangkok-based CP, which is controlled by billionaire Dhanin Chearavanont. The company is purchasing a 15.6 percent stake in Ping An through four of its wholly owned subsidiaries. [Read full story]

 

Clifford Chance is advising Hong Kong Exchanges and Clearing Ltd. on two transactions aimed at helping to fund its planned $2.2 billion acquisition of the London Metal Exchange. The Hong Kong Exchange plans to sell 65.7 million shares to investors at about $15.23 apiece to raise nearly $1 billion. In an earlier transaction, which took place October 24, it raised $500 million through the sale of selling five-year convertible bonds on the exchange. Hong Kong partner Cherry Chan is leading the Clifford Chance team advising the Hong Kong Exchange on its share placement, while partner Connie Heng acted for the company on its bond issue. Linklaters Hong Kong partners Samantha Thompson and Jeremy Webb are representing Deutsche Bank A.G., The Hongkong and Shanghai Banking Corp., and UBS A.G., which are serving as placing agents and lead managers for both transactions. [Read full story]
 

Baker & McKenzie and Beijing-based Zhong Lun Law Firm have advised Zhengzhou Coal Mining Machinery Group Co. Ltd., a Chinese coal miner and mining equipment maker, on a $296 million initial public offering on the Hong Kong Stock Exchange. Four cornerstone investors including China Huadian Hong Kong Co. Ltd. and Yitai (Group) HK Co. Ltd. have subscribed to 40 percent of shares in the offering. Proceeds will be used to fund the company’s international expansion, develop products and facilities, and procure raw materials. The Baker & McKenzie team was led by Hong Kong partner Elsa Chan with Zhong Lun advising on Chinese law. The issuer, which also has assets in India, retained Mumbai-based Khaitan & Co. as Indian counsel. Clifford Chance Beijing partner Tim Wang and Beijing firm Jia Yuan Law Firm acted for the underwriters—UBS A.G., CITIC Securities Corporate Finance (HK) Ltd., J.P. Morgan, and Deutsche Bank.

 

Goldman Sachs has sold around 45 percent of its stake in Chinese automaker Geely Automobile Holdings for $254 million. Goldman had held a 17.93 percent stake in the Zhejiang-based automobile company, making it the company's second-largest shareholder prior to the sell down. After the sale, Goldman will still hold around 740 million shares in Geely. The investment bank's private equity arm acquired its stake in Geely for around $250 million in 2009, not long before the Chinese company acquired Sweden's Volvo Car Corp. Sullivan & Cromwell, led by Hong Kong partner Michael DeSombre and New York partner Robert Schlein, advised Goldman on the sale.

 

Freshfields Bruckhaus Deringer has advised the Agricultural Bank of China Ltd. on its debut dim sum bond issue on the Hong Kong Stock Exchange. The $161 million in renminbi-denominated bonds bear a 3.2 percent coupon and are due in 2015. The Freshfields deal team was led by Hong Kong partner Howard Lam and included finance partner Andrew Heathcote. Counsel to the underwriters—Bank of China (Hong Kong), Standard Chartered Plc, Industrial and Commercial Bank of China (Asia) Ltd, CCB International Capital Ltd, Agricultural Bank of China Ltd., and Bank of Communications Co.—could not be identified at press time.

 

Freshfields Bruckhaus Deringer has also acted for China-focused private equity firm Boyu Capital Consultancy Co. on its investment in Stelux Holdings International Ltd. Boyu has subscribed to $48 million worth of unsecured convertible bonds issued by Hong Kong–listed Stelux, a Hong Kong-based watch and optical retailer that operates brands like City Chain, Optical 88, and Seiko. The Freshfields team was led by Hong Kong partner Simon Weller.

 

 

Shearman & Sterling and Thai law firm Weerawong, Chinnavat & Peangpanor are advising Thailand’s PTT Exploration & Production Pcl. on its $3 billion equity offering. PTTEP, a division of state-owned energy and petrochemicals company PTT Plc., will issue 650 million shares on the Stock Exchange of Thailand to existing stakeholders at $4.62 apiece. For PTTEP’s equity offering, Weerawong Chinnavat partners Peangpanor Boonklum and Chatri Trakulmanenate were lead advisers on Thai law. Shearman & Sterling Hong Kong partner Matthew Bersani acted for the company on matters of U.S. law. Linklaters Bangkok partner Wilailuk Okanurak and Singapore partner Arun Balasubramanian represented joint bookrunners, which included Bank of America Merrill Lynch, Deutsche Bank A.G., Goldman Sachs Group Inc., J.P. Morgan, and UBS A.G. [Read full story]

 

 

Freshfields Bruckhaus Deringer Hong Kong partners Andrew Heathcote and Charles Ching have advised Hong Kong–based property developer Shui On Land Ltd. on a $500 million debt issue. The bonds, listed in Singapore, are callable after five years and bear a 10.125 percent coupon. The securities are issued by the company's wholly owned subsidiary Shui On Development (Holding) Ltd. and will be used to fund the group's expansion and growth plans. Shanghai-based Jin Mao PRC Lawyers and partner Ashley Davies from offshore firm Walkers also advised the issuer. The underwriters, —Deutsche Bank, J.P. Morgan, Standard Chartered Bank, and UBS A.G.—turned to Linklaters and Beijing-based Commerce & Finance Law Offices for legal advice.

 

 

Multiplex cinema operator PVR will acquire up to 95 percent stake in rival theater chain Cinemax India for $99 million. PVR’s wholly owned subsidiary Cine Hospitality will initially acquire a 69 percent stake from diversified real estate developer the Kanakia Group. That acquisition will be followed by an open offer to public shareholders holding another 26 percent of Cinemax India. Amarchand, Mangaldas, Suresh A. Schroff & Co. is advising PVR with a team led by co-managing partner Shardul Shroff and including partners Akila Agrawal, Kalpataru Tripathy and Pranav Sharma. Wadia Ghandy & Co. partner Ashish Ahuja is advising the Kanakia Group.

 

 

Australian television network Ten Network Holdings Ltd. has announced a $240 million share issue on the Australian Securities Exchange. The offering is the company's second capital raising in less than six months. Proceeds will be used to repay debt, fund restructuring costs, and fund working capital for general purposes. Herbert Smith Freehills is advising Ten Network with a team led by Sydney partner Philippa Stone. King & Wood Mallesons is advising the underwriters.

 

Clayton Utz Melbourne partner Michael Linehan has advised Australia-listed Ridley Corp. Ltd. on the $150 million sale of Cheetham Salt Ltd. to Hong Kong–based CK Life Sciences International (Holdings) Inc. Ridley Corp. is Australia's provider of animal nutrition solutions and domestic salt manufacturer. Sydney-based Thomsons Lawyers partner David Zwi acted for CK Life, a supplier to the home garden products and pest management industries. CK Life also manufactures health supplements in Australia, and is also one of the largest vineyard owners in the country. With the addition of Cheetham, the company will also become the largest producer of domestic salt in Australia.

 

Allens and Sullivan & Cromwell have advised gold producer OceanaGold Corp. on a $94 million share offering deal in Toronto and Australia. Canada-based OceanaGold has three operating gold mines and assets located in New Zealand and the Philippines. Proceeds from its capital raising will be used to pay outstanding debt and fund general working capital. Allens partner Julian Donnan led the firm’s team, while Sullivan & Cromwell advised on U.S. law. Canadian firm Fasken Martineau and New Zealand’s Simpson Grierson also acted for the issuer. King & Wood Mallesons partners David Friedlander and David Eliakim acted for the underwriters—Citigroup Global Markets Canada Inc. and Macquarie Capital Markets Canada Ltd. Stikeman Elliott acted as Canadian counsel and Dorsey & Whitney acted as U.S. counsel to the underwriters.