Financial Institutions

Transcription

1 Financial Institutions Hong Kong / PRC / Asia Pacific The firm has a deep bench of experienced partners, most of which have spent much or all of their careers in Hong Kong. Corporate (including M&A) - Legal 500 Asia Pacific 2016 Slaughter and May s Financial Institutions Group is at the forefront of helping clients navigate the many significant transactional, structural and regulatory developments that are now taking place in the banking, insurance, asset management and market infrastructure sectors. Our lawyers handle a wide range of work so they provide not only a depth of legal and regulatory expertise but also a breadth of commercial experience, market awareness and sound judgement. They understand the commercial, legal and regulatory objectives of financial institutions and can respond quickly, precisely and practically. They are highly regarded for their excellence, broad experience and versatility, and for their ability to find effective ways to address the toughest challenges. Award winning transactions Our award winning work in the Financial Services Sector includes: The disposal by Standard Chartered Bank of Prime Credit and Shenzhen Prime Credit The transaction was ranked as Standout in the Corporate & Commercial Internationally headquartered firm category in the FT Asia-Pacific Innovative Lawyers 2015 report published by the Financial Times Chong Hing Bank Limited s US$1.5 billion takeover by Yue Xiu Enterprises This transaction won Innovation in Corporate Law Award 2014 in the Internationally Headquartered Firms category at the FT Asia-Pacific Innovative Lawyers Awards 2014 OCBC S US$4.95 billion acquisition of Wing Hang Bank The transaction won M&A Deal of the Year: North Asia at The American Lawyer s Asia Legal Awards 2015, and M&A Deal of the Year at the IFLR Asia Awards 2015

2 A genuinely global service We provide cross-jurisdictional legal advice that genuinely reflects what global means for our clients. We develop extensive and meaningful relationships with market leading firms from around the world, working with them as a single united team. We work with like-minded experts in their own jurisdictions who have a depth of understanding that cannot be replicated, but can be shared. For the cross-border concerns of financial institutions we build specific teams according to individual issues and requirements, putting the right minds in the right place at the right time. In particular, we know and regularly work closely in teams with the best financial institutions lawyers in Asia. Through the expertise of our own offices combined with that of market leading local law firms, we believe that we can offer the most incisive advice available, no matter how complicated the cross border issue, whilst always providing value for money. Our credentials Our key credentials are: an understanding of how financial markets work and how they are developing an appreciation of the key commercial drivers and objectives of financial institutions a comprehensive knowledge of current and likely future regulatory and market developments an ability to advise quickly and effectively in a crisis people clients can deal with: commercial judgement, sensitivity to the issues, creative problem-solving and a commitment to deliver. Slaughter and May s China corporate M&A team is known to act for Hong Kong s blue chip listed clients. Corporate M&A - IFLR 1000 Asia Pacific Asia Financial Institutions /

3 A snapshot of our key financial institutions experience in Asia Some of our most innovative recent work for financial institutions includes advising: CIMB Group Holdings Berhad, one of ASEAN s leading universal banking groups, on a joint venture with China Galaxy Securities, one of the PRC s leading integrated service providers in the securities industry. On 18 January 2018 CIMB and China Galaxy completed the sale by CIMB to China Galaxy of a 50% interest in CIMB Securities International Pte Ltd (CSI), the holding company of CIMB s ex-malaysia stockbroking business, which comprises institutional and retail brokerage, equities research and associated securities businesses across Indonesia, Singapore, Thailand, Hong Kong, South Korea, India, the United Kingdom and the United States of America. CSI will be rebranded as CGS-CIMB Securities once relevant regulatory approvals are obtained. The 50:50 joint venture marks the first foray by a Chinese stockbroker into Southeast Asia and enables the development of a Pan-Asian brokerage to capitalise on increasing cross-border investments under China s Belt and Road Initiative Yuanta Commercial Bank (YCB) on the Hong Kong regulatory aspects of its merger with Ta Chong Bank (TCB). YCB and TCB, both incorporated in Taiwan, merged pursuant to a statutory merger under Taiwan law, with YCB being the surviving entity. The Taiwan merger was recognised in Hong Kong under the doctrine of universal succession. The Hong Kong Monetary Authority transferred TCB s banking licence to YCB. This is the first transfer of a banking licence since The merger and the transfer of the banking licence completed on 1 January 2018 Standard Chartered on the update of its US$77.5 billion debt issuance programme, under which Standard Chartered PLC and Standard Chartered Bank have the ability to issue notes to be listed and traded on the London and Hong Kong Stock Exchanges Credit Suisse (Hong Kong) Limited, as manager, in relation to the HK$1.27 billion secondary placing of shares in Genscript Biotech Corporation held by KPCB China Fund, L.P. and KPCB China Founders Fund, L.P. The placing represents approximately 2.6% of the issued share capital of Genscript Biotech Corporation HK$624.7 million secondary block trade of shares in Xiabuxiabu Catering Management (China) Holdings Co., Ltd. (Xiabuxiabu Catering Management) held by General Atlantic Singapore Fund Pte. Ltd. The block trade represents approximately 6% of the issued share capital of Xiabuxiabu Catering Management HK$432.6 million and HK$561 million secondary placings and sales of shares in Meitu, Inc., a global innovator in mobile video and photography, including themed photo and video apps which is listed on the Main Board of the Stock Exchange of Hong Kong HK$156 million secondary placing and sale of shares in Tian Ge Interactive Holdings Limited held by IDG-Accel China Growth Fund II L.P. and IDG-Accel China Investors II L.P. The placing and sale of shares represents approximately 23.11% of the issued share capital of Tian Ge Interactive Holdings Limited and was undertaken by way of an accelerated book building process to institutional investors / Asia Financial Institutions 3

4 Professional, learned and able to offer quality advice Edition of Chambers Asia-Pacific - Corporate/M&A: the Elite (International Firms) China (Band 1) GE Capital Group (GE Capital) on the sale of its entire stake in SBI Card, the second largest credit card franchise in India, to the Carlyle Group (Carlyle) and the State Bank of India (SBI). SBI Card is operated through two joint-venture companies, SBI Cards & Payment Services and GE Capital Business Process Management Services, which issue credit cards and process card transactions in the Indian market. Following completion of the transaction, SBI and Carlyle own 74% and 26% respectively in each of the two entities. The transaction was announced on 21 July 2017 and completed on 15 December 2017 China International Capital Corporation (CICC) as financial adviser (through China International Capital Corporation Hong Kong Securities Limited) to the joint offerors and as lender (through CICC Hong Kong Finance (Cayman) Limited) under a certain funds facility, in relation to the privatisation of Dalian Wanda Commercial Properties Co., Ltd. (the Offeree). The privatisation was structured as a voluntary conditional general offer for the Offeree s Hong Kong listed H Shares. The offer was announced on 30 May 2016 and closed on 27 September The transaction was ranked as Highly Commended in the FT Asia-Pacific Innovative Lawyers 2017 Report, in the Managing Complexity & Scale Legal Expertise International firms category FWD Life Insurance Public Company Limited (FWD) on its bancassurance collaboration with TMB Bank Public Company Ltd (TMB) in Thailand for an initial term of 15 years. The transaction was announced on 14 July The FWD group spans Hong Kong and Macau, Thailand, Indonesia, the Philippines, Singapore, Vietnam, and Japan, offering life and medical insurance, general insurance and employee benefits. TMB is a commercial bank serving wholesale, SMEs and retail customers with a branch network throughout Thailand OCBC Bank on its acquisition of National Australia Bank s (NAB) Private Wealth business in Singapore and Hong Kong. The acquisition comprises a US$1.7 billion mortgage portfolio of mainly residential mortgage loans, and a US$3.05 billion deposit portfolio in a mix of currencies Prudential plc (Prudential) on the sale of its life insurance subsidiary in Korea, PCA Life Insurance Co., Ltd, to Mirae Asset Life Insurance Co., Ltd. (Mirae), for a total consideration of KRW170 billion. The transaction was announced on 10 November 2016 and is subject to regulatory approval FWD Group, the insurance arm of Pacific Century Group, in relation to its acquisition of AIG Fuji Life Insurance Company, Limited, the company through which AIG runs its life insurance business in Japan 4 Asia Financial Institutions /

5 Union Bancaire Privée, UBP SA on the corporate and regulatory aspects of its acquisition of the Hong Kong banking and wealth management business of Coutts & Co. AG from The Royal Bank of Scotland plc China Reinsurance (Group) Corporation (China Re) on the US$2 billion global offering and listing on the Main Board of the Hong Kong Stock Exchange of its H shares. China International Capital Corporation Hong Kong Securities Limited, UBS Securities Hong Kong Limited and HSBC Corporate Finance (Hong Kong) Limited were the joint sponsors and dealing in the shares of China Re on the Hong Kong Stock Exchange commenced on 26 October The transaction was one of the largest IPOs in Hong Kong in 2015 and won Equity Deal of the Year at the IFLR Asia Awards 2016 and ECM Deal of the Year at the ALB Hong Kong Law Awards This was the first reinsurance company to be listed on the Hong Kong Stock Exchange and the transaction was ranked Commended under the Corporate & Commercial (International) category in the FT Asia-Pacific Innovative lawyer s 2016 report published by the Financial Times. This transaction also won: ECM Deal of the Year at the ALB Hong Kong Law Awards 2016 and Equity Deal of the Year at the IFLR Asia Awards 2016 Standard Chartered in relation to the sale of its consumer finance businesses in Hong Kong and Shenzhen, being PrimeCredit Limited and Shenzhen PrimeCredit Limited, to a consortium comprising China Travel Financial Holdings Co., Limited, Pepper Australia Pty Limited and York Capital Management Global Advisors, LLC Mizuho Bank, Ltd, as Coordinator of 21 local and international banks, in relation to a HK$5 billion 5-year revolving credit facility entered into on 7 December 2015 for the Airport Authority Mizuho Bank, Ltd on a HK$7.424 billion and US$220 million syndicated loan facility for China Resources Power Holdings Company Limited (CR Power). The facility was entered into on 30 March 2015 Zhong An Online P&C Insurance (Zhong An), China s first internet insurance company, in its first round of fundraising which raised RMB billion (US$931.3 million) by investors Morgan Stanley, CICC, CDH Investments, SAIF Partners and Keywise Capital, valuing Zhong An at US$8 billion. Co-founded in 2013 by Alibaba Group Holdings, Tencent Holdings and Ping An Insurance, Zhong An is 16% owned by Ant Financial Services Group, an affiliate of Alibaba Group, and 12% owned by each of Ping An and Tencent. Zhong An is the first internet insurer / Asia Financial Institutions 5

6 There s good partner participation throughout deals and it s very responsive. The quality of senior associates is better than competitors, and the firm is perceptive and has a good understanding of commercial goals and intricacies Edition of IFLR1000 Asia-Pacific - Hong Kong M&A to obtain a license to operate in China which was issued by the China Insurance Regulatory Commission in September This was one of the biggest fundraisings by a Chinese financial-technology company in 2015 Goldman Sachs (Asia) L.L.C. and Merrill Lynch (Asia Pacific) Limited, as financial advisers, in relation to the acquisition of shares by Carlyle Asia Partners IV, a fund of The Carlyle Group LP, and others in the controlling shareholder of Asia Satellite Telecommunications Holdings Limited (AsiaSat) from funds controlled by General Electric Company and the resulting mandatory general cash offer CRE Finance (Hong Kong) Limited as borrower and China Resources Enterprise, Limited as guarantor in relation to a syndicated dualcurrency HK$2.4 billion (US$308 million) and US$354.5 million term loan facility Oversea-Chinese Banking Corporation, the second largest financial services group in South-East Asia by assets, on its US$4.95 billion acquisition of Wing Hang Bank CITIC Securities Corporate Finance (HK) Limited on the cash offer made on behalf of a controlling shareholder (Offeror) of China XLX Fertiliser Ltd (China XLX) for the shares of China XLX. The cash offer was made in connection with the proposal to delist the shares of China XLX from the Singapore Exchange, with the shares remaining listed on the Hong Kong Exchange Bupa on its exclusive distribution agreement with Hang Seng Bank Swiss Re on its acquisition from Zurich Insurance Company Ltd of a 4.9% shareholding in New China Life Insurance Company Ltd, the third largest life insurer in China based on gross premium, for HK$3,821 million (approximately US$493 million) Swiss Re on its agreement with Pacific Century Group to invest up to US$425 million in FWD Group Liu Chong Hing Investment and its subsidiary, Chong Hing Bank, a Hong Kong-based commercial bank, on the US$1.5 billion acquisition by municipality-owned and Guangzhou-based Yue Xiu Enterprises. This deal was ranked as Standout and received the highest score in the Corporate & Commercial (International) category in the FT Asia-Pacific Innovative Lawyers 2014 report published by the Financial Times Ratnakar Bank Limited, one of India s fastest growing private sector banks, on English law aspects of their acquisition of RBS s business banking, credit cards and residential mortgage businesses in India China Investment Corporation, the Chinese sovereign wealth fund, on the English law aspects of its secured US$1.9 billion senior loan facility investment in PT Bumi Resources Tbk, the largest coal mining company in Indonesia 17 underwriters including CICC, HSBC, Credit Suisse and Goldman Sachs, who are the joint sponsors, on the US$3.5 billion global offering and listing of H shares on the Main Board of the Hong Kong Stock Exchange of the People s Insurance Company (Group) China Limited (PICC). This IPO won numerous awards including Deal of the Year at the Asian-Mena Counsel Deals of the Year Awards 2012, Equity Deal of the Year at the CLP Awards 2013 and Equity Deal of the Year at the IFLR Asia Awards 2013 CIMB Group Holdings Berhad in relation to its acquisition of certain cash equities, equity capital markets, corporate finance and sector businesses of The Royal Bank of Scotland in Hong Kong, China, India, Australia, Taiwan, Thailand, Malaysia, Singapore and Indonesia 6 Asia Financial Institutions /

7 Merrill Lynch as financial adviser to Little Sheep Group, in relation to its privatisation by Yum! Brands and withdrawal of listing from the Hong Kong Stock Exchange Standard Chartered on its ground-breaking 3.3 billion rights issue and on its launch of the first-ever Indian depository receipt offer. Standard Chartered became the first overseas company to gain a primary listing in India Prudential on the proposed US$35.5 billion combination with AIA Group Limited, and on a related rights issue and senior debt issue the sponsors/underwriters on the US$1.9 billion global offering and listings on the Hong Kong and Shanghai Stock Exchanges of New China Life Insurance Prudential plc on its dual primary listing in Hong Kong by way of introduction and in relation to its secondary listing in Singapore, being the first London/New York/Hong Kong/Singapore listed company Morgan Stanley and ICEA Capital on the initial public offering and Hong Kong listing of KWG Property Holding, one of the leading property developers in Guangzhou, Guangdong province, PRC, raising approximately HK$5.2 billion (US$671 million) after exercise of the over-allotment option Prudential in relation to the disposal of its agency distribution insurance business in Taiwan to China Life Insurance Sky Luck Property Corp., a joint venture with interests in service apartments in Shanghai between (among others) Morgan Stanley Real Estate Fund and USI Holdings Limited in relation to the project refinancing of a US$62 million loan due to Morgan Stanley Asset Funding, Inc. Aareal Bank Asia Limited and Aareal Bank AG respectively acted as the arranger and facility agent to the new loan Morgan Stanley Asia and Cazenove Asia, the joint global coordinators, in relation to the IPO and listing on the Main Board of the Hong Kong Stock Exchange of SinoMedia Holding, the largest privately-owned underwriter of TV advertisement time for CCTV (China s largest TV advertisement time supplier various Hong Kong financial services and listed clients in respect of investigations by the SFC into allegations of market manipulation, insider dealing and other breaches of the SFO. These matters have included subsequent criminal prosecutions an international banking group in respect of the global IBOR investigations, including the HKMA s HIBOR investigation in Hong Kong. Slaughter and May provides services of high quality. It has an encyclopaedic knowledge of our business and the contractual and regulatory regime we operate in. Capital Markets - IFLR 1000 Asia Pacific 2016 / Asia Financial Institutions 7

8 They were excellent in a complex and tricky situation which required careful pieces of advice. They were also able to give out commercial advice and handled the situation very well Edition of Chambers Asia-Pacific - Corporate/M&A: the Elite (International Firms) China (Band 1) Our work for financial institutions includes: Investment banks and corporate finance We advise a wide range of investment banks, private equity funds and investment managers and advisers on the full range of mergers and acquisitions and corporate finance transactions, as well as strategic issues relating to the structure and conduct of their regulated businesses. Banking We act for a number of banks on a broad range of legal and regulatory issues, including mergers and acquisitions, joint ventures, recovery and resolution planning, capital raising (including complex regulatory capital issues), corporate restructurings and debt facilities. We also have a formidable reputation for handling all types of banking litigation, however complex, both domestic and international. Insurance Our lawyers provide an impressive blend of legal, regulatory expertise in the insurance field. They handle many of the largest and most innovative mergers and acquisitions and other transactions in the sector and advise on the implications of significant regulatory developments. Capital markets We advise financial institutions on all aspects of the raising of finance in the international capital markets, acting for issuers, managers and trustees on issues of debt and equity securities. We have renowned expertise on regulatory capital matters. regulation together with experience in high profile and complex investigations and contentious regulatory matters. Our many years of experience in this area and our understanding of and insight into the regulators approach enable us to achieve strategically and commercially pragmatic outcomes for our clients. Financial market infrastructure We are active in advising clients on the challenges and opportunities arising from reforms to the regulation of financial market infrastructure, including the implications of new regulation around the clearing and settlement of over-the-counter derivatives. Asset management and hedge funds We have acted for a significant number of fund managers on the establishment, restructuring and sale of fund management businesses. We have extensive experience of advising on the establishment and promotion of funds in the major fund jurisdictions and also advise on the regulation and reorganisation of investment funds of all types. Outsourcing We have experience in relation to the legal and regulatory issues arising out of outsourcing by financial institutions. Regulatory investigations and inquiries We are regularly instructed by financial institutions requiring specialist knowledge of financial services 8 Asia Financial Institutions /

9 The firm is commended for its thorough analysis and strong relationship with regulators. Capital Markets (Equity) - Legal 500 Asia Pacific 2016 / Asia Financial Institutions 9

10 Slaughter and May s eminence is illustrated by its role on a series of major Hong Kong takeovers, most notably in the financial services industry. Corporate (including M&A) - Legal 500 Asia Pacific and 2019 Rankings and Awards Tier 1 for Corporate and M&A in the Legal Directories in China Chambers Asia-Pacific 2019 for Corporate/M&A: The Elite (International Firms) in China Legal 500 Asia Pacific 2018 for Corporate (including M&A) in Hong Kong Asian Legal Business Annual M&A Report for leading firms in Asia 2018 for M&A in Hong Kong. Elite leading lawyers in the Asia Pacific Region for Corporate and M&A in China Chambers Asia-Pacific 2019: Corporate/M&A (International Firms) China (Benita Yu) Legal 500 Asia Pacific 2018: Corporate (including M&A) (David Watkins and Peter Brien) IFLR1000 Asia Pacific 2019: Mergers & Acquisitions (Benita Yu); International Who s Who Legal 2018: Corporate, Mergers and Acquisitions, Hong Kong (Peter Brien, David Watkins and Benita Yu). We also have nine partners listed as experts in this sector of the publication for London and are the only firm to have this many partners considered leaders in the area of merger and acquisition law in Hong Kong and London. Who s Who Legal identifies the foremost legal practitioners in business law based upon comprehensive, independent research. Legal league tables for M&A We hold a pre-eminent position in the numerous legal league tables for M&A and are regularly ranked in the top tier rankings published by Bloomberg, Mergermarket and Thomson Reuters. In Q Bloomberg s Q1 Global M&A Markets Review Legal Rankings we are in 1st place for UK Announced Deals (By Volume) and in 5th place for Hong Kong Announced Deals (By Deal Count). In the Q Mergermarket s Q1 Global & Regional M&A Report we are in 1st place for the UK league table by value and in 6th place for the Asia Pacific (excl. Japan) Buyouts league table by value. We were the top legal advisory firm in Bloomberg s Global M&A Market review Legal Rankings Q and Thomson Reuters Merger & Acquisitions Review of Legal Advisors Q for advising on 6 deals of the highest value in the Asia Pacific (ex-japan) and on 10 deals of the highest value in Europe, worth a combined US$67.4 billion. Recent Awards The China Law & Practice Awards 2018 one transaction we advised on won M&A Deal of the Year. Three transactions we advised on were finalists. We were also a finalist for M&A firm of the Year (International) IFLR Asia Awards 2018 one transaction we advised on won M&A Deal of the Year. FT Asia-Pacific Innovative Lawyers 2018 In Asia, we have an award-winning M&A practice In the FT Asia-Pacific Innovative Lawyers 2018 report we are in the top 20 Most Innovative Law Firms 2018 (International) category. Three transactions we advised on were ranked Commended in the report: CNBM on its merger-by absorption of Sinoma (in the Managing Complexity and Scale (International) section), Alibaba on the acquisition of Sun Art Retail (in the Enabling Business Growth (International) section), and Yingde Gases on its sale to PAG Capital (in the Driving Value (International) section). 10 Asia Financial Institutions /

11 Key contacts Peter Brien T E peter.brien@slaughterandmay.com M David Watkins T E david.watkins@slaughterandmay.com M Lisa Chung T E lisa.chung@slaughterandmay.com M Mark Hughes T E mark.hughes@slaughterandmay.com M Clara choi T E clara.choi@slaughterandmay.com M The work quality is exceptional, the legal skills are outstanding and there is a consistency among their partners on how they react to different situations which is hard to find. We praise the team for their professionalism and the uniformity of quality among partners. All the partners are thought-leaders in their field Edition of Chambers Asia-Pacific - Corporate/M&A (International Firms) India I highly rate Slaughter and May s corporate practice in Hong Kong. They work with us as partners, have a good understanding of our business and can provide legal advice that really adds value. They have smart people and are a pleasure to work with Edition of IFLR1000 Asia-Pacific - Hong Kong M&A / Asia Financial Institutions 11

12 Slaughter and May Slaughter and May is regarded as one of the most prestigious law firms in Hong Kong. We have a long-standing presence in Asia, opening our office in Hong Kong in 1974 and in Beijing in We have 12 partners and over 40 other lawyers in Hong Kong and Beijing who practise English, Hong Kong and US securities law and advise on the full range of commercial, financing, regulatory and other matters in the region. This material is for general information only and is not intended to provide legal advice. For further information, please speak to your usual Slaughter and May contact. December 2018 J333246_Asia Financial Institutions PB DEC 2018_v01