Ogier in Asia Corporate & Finance Legal Services

Transcription

1 Ogier in Asia Corporate & Finance Legal Services

2 They get right to the point. Client feedback, 2016 Contents Who we are 3 Work highlights 4 Meet the team 12 Our locations 18

3 Who we are Cross-border deals require international experience; so do local ones. From local matters to cross-border deals, our partners and lawyers bring years of deal experience to our corporate advice and transactional work. We are at the forefront of developments in our jurisdictions, ensuring that clients can leverage our knowledge to accomplish their commercial objectives. We are available when you need us and where you need us. Based in nine international locations we provide advice on the laws of five jurisdictions British Virgin Islands (BVI), Cayman Islands, Guernsey, Jersey and Luxembourg. Many of our partners and senior lawyers are qualified to advise on the laws of more than one of our jurisdictions, ensuring that at any time of the day or night where you are, we are ready to assist. Our Hong Kong offices specialises in BVI and Cayman Islands law. Our team of lawyers are native / fluent Mandarin speakers with considerable experience in Chinese related transactions. What we do We have experience advising across a broad range of industry sectors, commercial opportunities and investment-related transactions. We have been involved in some of the largest and most complex deals taking place in our jurisdictions in recent years. Ogier has an excellent transactional track record, using many forms of domestic and cross-border corporate vehicles, partnerships and trusts in a more private environment. Specialised teams cover: Corporate advisory Reorganisation and redomiciliation Disposals Cross-border investment Joint ventures Mergers and acquisitions Pre-IPO investments Special purpose acquisition companies (SPACs) Takeovers (public and private) Schemes of arrangement Capital markets, including debt equity IPOs private placements rights issues Banking: Lending and security Islamic finance Real estate finance Structured finance Restructuring and insolvency Caribbean Law Firm of the Year 2017 Citywealth IFC Awards 2017 Caribbean Law Firm of the Year 2016 Citywealth IFC Awards 2016 Offshore Law Firm of the Year 2015 The Lawyer Offshore Law Firm of the Year 2014 Asian Investor Corporate & Finance Legal Services 03

4 A very smart, practical and responsive team. Chambers Global, Asia Pacific, 2015 Work highlights M&A China Media Capital s Investment in Manchester City Football Club counsel to China Media Capital (CMC), a state-backed private equity fund founded by Mr Li Ruigang, on its investment in City Football Club, the owner of various football clubs including Manchester City FC. The deal saw CMC invest US$400 million to take a 13% share in Manchester City FC s holding company. China Media Capital s Investment in Hong Kong s TVB Ogier acted as BVI counsel for CMC on its acquisition of a stake in Young Lion Holdings Limited, a BVI company which holds an indirect interest in Television Broadcasts (TVB). Take-private of Dalian Wanda Commercial Property and BVI counsel to Ping An Insurance (Group) Company of China, Limited. in connection with its participation (via its subsidiary) in the take-private consortium to acquire all of the issued H Shares of Dalian Wanda Commercial Property Limited, a PRC company listed on the Hong Kong Stock Exchange (HKEx), for US$4.4 billion. This take-private was by far the largest take-private of a Hong Kong listed group. Itochu s investment in CITIC Limited Ogier acted as BVI counsel to Itochu Corporation in relation to its investment to buy a 20% stake in CITIC Limited, together with Charoen Pokphand group, for US $10.3 billion. Shanghai JinJiang Hotels' acquisition of Plateno Chinese Hotel Group Ogier acted as BVI and Cayman Islands counsel to the Chinese state owned enterprise, JinJiang Hotels Group, on its US$1.53 billion acquisition of an 81% stake in Cayman Islands registered Keystone Lodging Holdings from the Carlyle Group Inc., Sequoia Capital and Actis. Keystone is the owner of the Chinese budget and mid-range hotel chain, Plateno Group (formerly 7 Days Inn Group), which was taken private in China New Town Development Ogier acted as BVI counsel for China New Town Development Company Limited, a BVI company dual-listed on the Main Boards of the Hong Kong and Singapore Stock Exchanges, on the subscription of 54.32% of its enlarged total issued shares by China Development Bank International Holdings Limited. Chengdong Investment Corporation Ogier acted as offshore counsel for Chengdong Investment Corporation, a unit of China Investment Corporation, in relation to the purchase of shares and global depositary receipts in Polyus Gold, Russia's largest gold producer. Polyus, estimated to be worth around US$10 billion, sold a stake of 5% to Chengdong Investment Corporation and a 2.5% holding to Russian bank VTB. 04 Corporate & Finance Legal Services

5 Nathan Powell Partner An authority in corporate finance, with a practice spanning capital markets and M&A. Market sources view him as a very practical adviser. Chambers Global, Asia-Pacific 2016 Corporate & Finance Legal Services 05

6 Ogier's response levels and industry knowledge are impressive, and the advice is thorough. Legal 500, Cayman, Corporate & Commercial, 2016 Acquisition of Crabtree & Evelyn Ogier acted as BVI counsel for Khuan Choo International Limited in relation to the purchase of the Crabtree & Evelyn business. Vodafone Ogier provided offshore legal advice to Vodafone in relation to the sale of its 3.2% stake in China Mobile for US$6.6 billion. China Huiyuan Juice Group counsel to China Huiyuan Juice Group Limited, a Cayman company listed on the HKEx, on its acquisition of the entire stake of China Huiyuan Industry Holdings Limited from its controlling shareholders. The transaction price was approximately HK$4.939 billion, part of which was settled by issuance of new ordinary shares and convertible preference shares in China Huiyuan Juice. Private Equity Shanghai Yupei Group Ogier acted as BVI and Cayman Islands counsel to Shanghai Yupei Group, a large warehouse developer in China, on its US$250 million equity financing through its Cayman Islands registered vehicle, China Logistics Property, to RRJ Capital, one of Asia s largest private equity funds. Ogier also advised the Yupei Group on its US $200 million capital raising from Carlyle and Townsend in IDG investment in SouFun Holdings Limited Ogier acted as BVI counsel to IDG Alternative Global Limited, an affiliate of IDG Capital Partners, on its investment in China s SouFun Holdings Limited. Mogu Holdings Limited counsel to Mogu Holdings Limited, the Cayman registered holding entity of a China-based online shopping platform and social network, on several rounds of equity financing. Equity Capital Markets China Logistics Property Ogier acted as BVI and Cayman Islands counsel to China Logistics Property (formerly Shanghai Yupei Group) on its HK IPO raising HK $3.3 billion and also in connection with its related offer of note instruments. MGM China counsel to MGM Resorts International in respect of the changes being made to the joint venture arrangements in connection with the listing of MGM China on the HKEx. China Industrial Securities International Financial Group Ogier acted as the BVI and Cayman Islands counsel to China Industrial Securities International Financial Group Limited in respect of its listing on the Growth Enterprise Market of the HKEx. Foxteq Holdings Inc. counsel to Foxteq Holdings Inc., a Cayman Islands subsidiary of FoxConn, in connection with the listing of GoPro on NASDAQ. Foxteq, which made a US$200 million investment in GoPro, was one of the selling shareholders in GoPro's IPO. At the time of the IPO, Foxconn held a 10.38% share in GoPro. The IPO raised US$427 million, valuing the company at US $2.96 billion. 06 Corporate & Finance Legal Services

7 Anthony Oakes Partner One of the top 10 offshore lawyers in Asia. Asian Legal Business Offshore Client Choice List 2016 Corporate & Finance Legal Services 07

8 The quality of their work and their technical input was flawless. Client feedback, Magic Circle law firm Graff Diamonds - IPO counsel to Graff Diamonds Corporation on its proposed US$1 billion IPO on the HKEx. Glencore - IPO Ogier acted as Jersey counsel advising the syndicate of banks acting as global coordinators and underwriters on the IPO of Glencore International's simultaneous London and Hong Kong listing. The IPO raised over US$10 billion making it the world's largest IPO in 2011 and London's largest ever listing. The IPO valued the commodity producer and marketer at US$59.2 billion. Debt Capital Markets Midea Group Ogier acted as BVI counsel to Midea Group Co., Ltd., a leading consumer appliances manufacturer in China, in relation to its establishment of a US$3 billion guaranteed medium term note programme using a BVI incorporated indirect whollyowned subsidiary. The Programme and the notes issued under it are listed on the HKEx. Tianjin Rail Transit Group Ogier acted as BVI counsel to Rail Transit International Investment Company Limited on its issue of 2.50% guaranteed bonds due 2019 in the principal amount of US$200 million and 2.875% guaranteed bonds due 2021 in the principal amount of US$300 million. The bonds are listed on The Stock Exchange of Hong Kong Limited. Beijing Environment Sanitation Engineering Group Ogier acted as BVI counsel to Beijing Environment Sanitation Engineering Group (BVI) Co., Ltd on its issue of 1.45% credit enhanced bonds due 2018 in the principal amount of 200 million. The bonds are listed on the Irish Stock Exchange plc. China National Bluestar Ogier acted as BVI counsel to Bluestar Finance Holdings Limited on its issue of 4.375% senior guaranteed perpetual securities in the principal amount of US$500 million unconditionally and irrevocably guaranteed by China National Bluestar (Group) Co., Ltd. The bonds are listed on the HKEx. China Shenhua Energy Ogier acted as BVI counsel to one of China s leading state owned enterprises on its debut international bond issue. BVI incorporated China Shenhua Overseas Capital Company Limited, an indirectly wholly owned subsidiary of Hong Kong listed China Shenhua Energy Company Limited, issued a US$1.5 billion unsecured bond in three tranches with three, five and ten year maturities. The Bonds are listed on the HKEx. China Overseas Land International counsel to China Overseas Land International on its issue of 1.75% guaranteed bonds due 2019 in the principal amount of 600 million. This was the first Euro bond issue by a PRC developer. 08 Corporate & Finance Legal Services

9 Florence Chan Senior Associate Star Associate Legal 500 Asia Pacific 2016 Corporate & Finance Legal Services 09

10 Garuda Indonesia US$500m sukuk. Debt & Equity-linked Deal of the Year, IFLR Asia Awards 2016 Biostime International and BVI counsel to Biostime International Holdings Limited on the issue of US$400 million 7.25% High Yield Senior Notes due The bonds are listed on the Singapore Exchange Securities Trading Limited. Garuda Indonesia counsel to Garuda on the first non-sovereign USD Sukuk out of Indonesia. It was also the first sukuk issuance utilising the airline capacity structure (as part of a sukuk-alwakala structure) in Asia. The deal won debt and equity linked deal of the year in the IFLR Asia Awards Guangzhou Metro Ogier advised Guangzhou Metro Investment Finance (BVI) Limited on the establishment of the US$3 billion Guaranteed Medium Term Note Programme and the first issuance thereunder. The Siam Commercial Bank counsel to The Siam Commercial Bank Public Company Limited on the issue of US$750 million 3.50% senior unsecured notes due 2019 under its US$3.5 billion Global Medium Term Note Programme. Shanghai Electric Ogier acted as BVI counsel to Shanghai Electric Group Global Investment Limited on the issue of US$500 million 3.000% guaranteed bonds. Banking CTBC Bank Ogier acted as BVI and Cayman Islands counsel to Cathay United Bank, Co., Ltd., CTBC Bank Co., Ltd., Taipei Fubon Commercial Bank Co., Ltd. and Taishin International Bank Co., Ltd in connection with the refinancing of the US$280 million term loan and revolving facilities granted to HCP Global Limited and HCP Packaging Hong Kong Limited. HSBC and Deutsche Bank counsel for a consortium of lenders led by Hong Kong and Shanghai Banking Corporation Limited and Deutsche Bank AG in connection with the US$115 million financing of the acquisition by a group of investors including Blackstone entities of a group of companies engaged in a Maldivian airplane and water plane business, including Trans Maldivian Airways Private Limited and Maldivian Air Taxi (PVT) Limited. Tianhe Chemicals Group Ogier advised Tianhe Chemicals Group in connection with a U$300 million investment by Morgan Stanley Private Equity Asia Limited into China's largest producer of specialty chemicals. Graff Diamonds Ogier acted as BVI legal adviser to Graff Diamonds, the luxury international jeweler, on a US$450 million refinancing loan from a consortium of banks consisting of Standard Chartered, Barclays and the Royal Bank of Scotland. 10 Corporate & Finance Legal Services

11 Rachel Huang Associate They really go beyond what their specific responsibility is and do as much as they can. Chambers Global, Asia-Pacific 2016 Corporate & Finance Legal Services 11

12 Meet the team Nathan Powell Partner T M nathan.powell@ogier.com Nathan is the head of Ogier's corporate practice in Asia. He has a broad corporate finance practice with particular expertise in using BVI, Cayman and Jersey companies for capital markets (debt and equity), IPOs, mergers and acquisitions (public and private), consortium acquisitions, private equity structures and joint ventures. He also has a strong focus on bank financing and restructurings. Prior to joining Ogier in 2006, Nathan spent eight years as a corporate lawyer with Freshfields in London and Singapore and spent seven months on secondment to the private equity team of UBS London. Before relocating to our Hong Kong office Nathan was based in our Jersey office. Nathan is ranked as a leading individual in Chambers Global ( ) and Chambers Asia-Pacific ( ). He also features in The Legal 500 Asia Pacific ( ). Nathan is an Advocate of the Royal Court of Jersey, and admitted as a solicitor in the British Virgin Islands. Anthony Oakes Partner T M anthony.oakes@ogier.com Anthony is the head of Ogier's finance practice in Asia. His finance work covers a wide range of transactions including debt capital market deals, bank financing, structured financing, Islamic finance, asset finance and he has worked on some complex non-contentious restructuring. Anthony also has a strong corporate practice, including private equity and pre-ipo investments. Anthony joined Ogier in 2014 from Clifford Chance, where he advised on capital markets transactions, private equity, structured finance and bank lending in Hong Kong and London. Anthony speaks Mandarin and was recently named as one of the top 10 offshore lawyers in Asia by Asian Legal Business in its Offshore Client Choice List Corporate & Finance Legal Services

13 Florence Chan Senior Associate T M florence.chan@ogier.com Florence joined the Hong Kong office in 2012 from Linklaters where she was trained and worked as associate in the corporate department. Florence has experience in advising on corporate finance transactions including initial public offerings, mergers and acquisitions, private equity and general corporate and commercial matters. Florence received her Bachelor of Laws (Honours) and Bachelor of Commerce in 2005 from The University of Melbourne. She completed the Practical Legal Training at the College of Law, Victoria in 2006 and the Postgraduate Certificate in Laws at City University of Hong Kong in Florence is recommended in the 2014 edition of The Legal 500 Asia Pacific. Florence is fluent in English, Cantonese and Mandarin. Carmen Leung Senior Associate T M carmen.leung@ogier.com Carmen joined the Hong Kong office in 2011 from Herbert Smith where she was trained and worked as associate in the corporate department. Carmen has experience in advising on corporate finance transactions including initial public offerings, mergers and acquisitions, private equity, compliance and general corporate and commercial matters. Carmen received her Bachelor of Laws and Bachelor of Commerce in 2007 from The University of New South Wales. She completed the Postgraduate Certificate in Laws in 2008 at The University of Hong Kong and the Practical Legal Training at the College of Law in Carmen is admitted as a solicitor in New South Wales and in Hong Kong. Carmen is fluent in English, Cantonese and Mandarin. Corporate & Finance Legal Services 13

14 Rachel Huang Associate T M rachel.huang@ogier.com Rachel joined our corporate finance team in Hong Kong in Rachel advises on BVI and Cayman law on a broad range of corporate and finance transactions, including bank finance, debt and equity-linked capital market transactions, initial public offerings, mergers and acquisitions, private equity and general corporate and finance matters. Before joining Ogier, Rachel worked at Linklaters for five years focusing on debt capital market transactions. Rachel also spent two years at Grandall Law Firm in Shanghai where she advised PRC companies on overseas IPOs and other range of corporate transactions. Rachel received her Bachelor of Laws from the East China University of Politics and Law in 2004 and her Juris Doctor from The Chinese University of Hong Kong in She completed the Postgraduate Certificate in Laws from The Chinese University of Hong Kong in Rachel speaks native Mandarin, fluent English and Cantonese. Cecilia Li Associate T M cecilia.li@ogier.com Cecilia joined our corporate finance team in Hong Kong in 2016 from Linklaters where she worked as an associate in their capital markets group in Hong Kong. Cecilia advises on BVI and Cayman law on a broad range of corporate and finance transactions, including bank finance, debt and equity-linked capital market transactions, initial public offerings, mergers and acquisitions, private equity and general corporate and finance matters. Before joining Ogier, Cecilia trained with Norton Rose Fulbright in London and worked in Linklaters for three years focusing on debt capital market transactions. She received her Bachelor of Laws from the University of Warwick and her Master of Science in Sociology from Oxford University. Cecilia completed the Legal Practice Course from BPP University in London. Cecilia speaks native Mandarin, fluent English and Cantonese. 14 Corporate & Finance Legal Services

15 Tiffany Leung Legal Manager T M tiffany.leung@ogier.com Tiffany specialises in banking, corporate and commercial transactions and structured finance. Tiffany trained with Norton Rose Fulbright in Hong Kong and qualified as a Hong Kong solicitor in She worked in the finance team at Howse Williams Bowers before joining Ogier in After receiving her Bachelor of Humanities and Arts from Carnegie Mellon University in the United States in 2008, Tiffany obtained a law qualification from the Chinese University of Hong Kong in 2010 and finished the PCLL in the Chinese University of Hong Kong in Tiffany is fluent in English, Cantonese and Mandarin. Yuki Yan Legal Manager T M yuki.yan@ogier.com Yuki works in the corporate finance team in Hong Kong. She has experience in advising on banking, corporate and commercial transactions. Yuki joined the Hong Kong office in 2016 from Jun He Law Offices where she was trained and worked as an associate in corporate department. Yuki has experience in advising on banking, corporate and commercial transactions. Yuki received her Bachelor of Laws in 2009 from China University of Political Science and Law and her Juris Doctor in 2012 from City University of Hong Kong. She completed the Postgraduate Certificate in Laws at City University of Hong Kong in Yuki speaks native Mandarin, fluent English and Cantonese. Corporate & Finance Legal Services 15

16 Sophie Zhong Senior Business Development Manager - Shanghai T sophie.zhong@ogier.com Sophie joined Ogier as a legal assistant in 2013 and was promoted to the role of Senior Business Development Manager in As a qualified lawyer, Sophie has broad experience across a number of service lines offered by Ogier Hong Kong, including investment funds, dispute resolution, banking and finance, corporate and commercial, restructuring and insolvency and related fiduciary matters. Sophie works closely with Ogier s Hong Kong office and acts as the interface between the lawyers in Hong Kong and Ogier s mainland Chinese clients. In her role, Sophie actively works with a wide variety of high profile, mainland Chinese law firms, banks, private and listed companies and asset management firms including private equity, hedge fund and venture capital managers. Sophie also works closely with Chinese private clients in respect of their private wealth matters, including contentious litigation matters. 16 Corporate & Finance Legal Services

17 Ogier at a glance 8 Service lines Banking & Finance, Corporate & Commercial, Dispute Resolution, Investment Funds, Local Legal Services, Private Client & Trusts, Regulatory, Tax 400 Employees including 50 Partners 17 Languages Cantonese, Czech, Dutch, English, French, German, Greek, Hokkien, Italian, Japanese, Luxembourgish, Mandarin, Polish, Portuguese, Russian, Slovak and Spanish Ogier Global is our Corporate Administration business 97% Of our surveyed clients would reinstruct us 98% Of our surveyed clients would recommend us to others London BVI Law Cayman Law Guernsey Law Jersey Law Guernsey BVI Law Guernsey Law Cayman Islands BVI Law Cayman Law Corporate Administration British Virgin Islands (BVI) BVI Law Jersey BVI Law Jersey Law Luxembourg Law Corporate Administration Luxembourg Jersey Law Luxembourg Law Hong Kong BVI Law Cayman Law Guernsey Law Jersey Law Corporate Administration Shanghai* BVI Law Cayman Law Guernsey Law Jersey Law Luxembourg Law Corporate Administration * Our Shanghai and Tokyo offices are representative offices of Ogier. Tokyo* BVI Law Cayman Law Guernsey Law Jersey Law Luxembourg Law Corporate Administration 1 ST Ogier practices are ranked as being the best in their jurisdiction Ogier delivers legal services to 99 countries Ogier has won 13 major industry awards in the past two years We work with 41 of the top 50 global law firms 5 Laws: BVI Cayman Guernsey Jersey Luxembourg Corporate & Finance Legal Services 17

18 Our locations British Virgin Islands Ritter House Wickhams Cay II PO Box 3170 Road Town, Tortola British Virgin Islands VG1110 T F E bvi@ogier.com Cayman Islands 89 Nexus Way Camana Bay Grand Cayman Cayman Islands KY T F E cayman@ogier.com Guernsey Redwood House St Julian's Avenue St Peter Port Guernsey GY1 1WA T F E gsy@ogier.com Hong Kong 11th Floor Central Tower 28 Queen's Road Central Central Hong Kong T F E hk@ogier.com London 1st Floor 99 Bishopsgate London EC2M 3XD T F E london@ogier.com Luxembourg 2-4 rue Eugène Ruppert PO Box 2078 L-1020 Luxembourg T F E luxembourg@ogier.com Shanghai Room 3671 Level 36 Shanghai International Finance Centre Tower II No. 8 Century Avenue Pudong New Area Shanghai China T E shanghai@ogier.com Tokyo Holland Hills Mori Tower RoP Suite Toranomon, Minato-ku Tokyo Japan T F E tokyo@ogier.com Jersey 44 Esplanade St Helier Jersey JE4 9WG Channel Islands T F E jsy@ogier.com 18 Corporate & Finance Legal Services

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20 Legal and Corporate Services British Virgin Islands Cayman Islands Guernsey Hong Kong Jersey London Luxembourg Shanghai Tokyo Ogier provides practical advice on British Virgin Islands, Cayman Islands, Guernsey, Jersey and Luxembourg law through our global network of offices. Ours is the only firm to advise on these five laws. We regularly win awards for the quality of our client service, our work and our people. Ogier Global is Ogier s corporate administration business. Ogier Global (Cayman) Limited and its subsidiaries are regulated by the Cayman Islands Monetary Authority. Ogier Global (Jersey) Limited and its subsidiaries are regulated by the Jersey Financial Services Commission. Regulatory information can be found at ogier.com ogier.com