Deal Maker of the Year Awards 2012 WINNER - HONG KONG
DEAL: Garden Fresh (HK) Fruit & Vegetable Beverage Co Ltd $42.4m Convertible Bond Issuance
NAME: John Gale COMPANY: J.S. Gale & Co ADDRESS: 2410 Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong
TEL: +852 3905 0991 FAX: +852 3482 2081 EMAIL:
john@jsg.hk WEBSITE:
www.jsg.hk
BIOS:
John Gale John Gale's previous role was at Stephenson Harwood in Hong Kong, where he spent 27 years. He spent 7 of those years as Managing Partner of the Hong Kong and China offices. John set up J.S. Gale & Co in April 2010.
John has advised on a wide range of corporate, commercial and financial services transactions in Hong Kong since his arrival in 1983. These have included mergers and acquisitions, disposals, joint ventures, debt and equity fund raisings, reorganisations and restructurings. Many have been cross-border and have involved advice on the Listing Rules and Takeovers and Share Repurchase Codes in Hong Kong. John is also a mediator accredited by CEDR and the HKIAC.
Vivian Lam Vivian has extensive legal experience with advising on corporate and commercial matters and is experienced in dealing with PRC matters.
Arya Hashemi Arya is an England and Wales qualified solicitor and moved to Hong Kong in 2010. Arya specialises in providing advice on a wide range of corporate matters.
58
www.finance-monthly.com DEAL OVERVIEW:
We were appointed by Garden Fresh (HK) Fruit & Vegetable Beverage Co., Limited to advise on its issue of convertible bonds. Our team consisted of John Gale (who headed our team), Vivian Lam and Arya Hashemi.
Garden Fresh is a subsidiary of the Singapore Stock Exchange-listed Sino Grandness Food Industry Group Limited. Sino Grandness manufactures and distributes bottled juices and canned fruits and vegetables world-wide. Sino Grandness has a market cap of S$124,000,000 (US$101,000,000). Garden Fresh operates Sino Grandness’ bottled juices arm.
On 25 July 2012, Garden Fresh issued RMB270,000,000 worth of convertible bonds to Goldman Sachs Investments Holdings (Asia) Limited and its co-investors. The primary objective of the issue was to finance the company’s beverage business activities in the People’s Republic of China, including working capital, capital expenditure, mergers and acquisitions and operating expenses.
As is usually the case with such convertible bond issues, the work was intensive to meet the timetable. This was also in part due to the need to ensure legal process was followed in Singapore, China and in Hong Kong.
Garden Fresh is a subsidiary of the Singapore Stock
Exchange-listed Sino Grandness Food Industry Group Limited.
We faced some interesting issues during the course of the transaction. As a result of Garden Fresh having provided security to Goldman Sachs and its co-investors to enter into the transaction, an arcane point of company law arose and was considered with the Hong Kong Companies Registry. This was whether the provision of security amounted to “financial assistance” made by Garden Fresh for the benefit of the investors purchasing bonds which, one day, would be convertible into shares.
Page 1 |
Page 2 |
Page 3 |
Page 4 |
Page 5 |
Page 6 |
Page 7 |
Page 8 |
Page 9 |
Page 10 |
Page 11 |
Page 12 |
Page 13 |
Page 14 |
Page 15 |
Page 16 |
Page 17 |
Page 18 |
Page 19 |
Page 20 |
Page 21 |
Page 22 |
Page 23 |
Page 24 |
Page 25 |
Page 26 |
Page 27 |
Page 28 |
Page 29 |
Page 30 |
Page 31 |
Page 32 |
Page 33 |
Page 34 |
Page 35 |
Page 36 |
Page 37 |
Page 38 |
Page 39 |
Page 40 |
Page 41 |
Page 42 |
Page 43 |
Page 44 |
Page 45 |
Page 46 |
Page 47 |
Page 48 |
Page 49 |
Page 50 |
Page 51 |
Page 52 |
Page 53 |
Page 54 |
Page 55 |
Page 56 |
Page 57 |
Page 58 |
Page 59 |
Page 60 |
Page 61 |
Page 62 |
Page 63 |
Page 64 |
Page 65 |
Page 66 |
Page 67 |
Page 68 |
Page 69 |
Page 70 |
Page 71 |
Page 72 |
Page 73 |
Page 74 |
Page 75 |
Page 76 |
Page 77 |
Page 78 |
Page 79 |
Page 80 |
Page 81 |
Page 82 |
Page 83 |
Page 84 |
Page 85 |
Page 86 |
Page 87 |
Page 88 |
Page 89 |
Page 90 |
Page 91 |
Page 92 |
Page 93 |
Page 94 |
Page 95 |
Page 96 |
Page 97 |
Page 98 |
Page 99 |
Page 100 |
Page 101 |
Page 102 |
Page 103 |
Page 104 |
Page 105 |
Page 106 |
Page 107 |
Page 108 |
Page 109 |
Page 110 |
Page 111 |
Page 112 |
Page 113 |
Page 114 |
Page 115 |
Page 116 |
Page 117 |
Page 118 |
Page 119 |
Page 120 |
Page 121 |
Page 122 |
Page 123 |
Page 124 |
Page 125 |
Page 126