Allen & Overy is advising SINOPEC Engineering (Group) Co., Ltd. (“SINOPEC Engineering”) on its landmark (approximately) USD2 billion initial public offering (IPO) and listing on the Hong Kong Stock Exchange, Hong Kong’s largest IPO so far in 2012. The firm’s Hong Kong office has a strong track record in advising on sizeable IPOs for Chinese state-owned enterprises, having advised Agricultural Bank of China on its USD22.1bn IPO in 2010.
SINOPEC Engineering, a subsidiary of SINOPEC Group, is the leading oil refining, petrochemical and new coal chemical engineering company in the PRC. China Petroleum & Chemical Corporation, another subsidiary of SINOPEC Group, is listed on the Hong Kong Stock Exchange with a market capitalization of approximately USD98bn.
The company’s Hong Kong public offering commenced on 10 May and closed on 15 May 2013. Trading of the company’s H shares on the Main Board of The Stock Exchange of Hong Kong is expected to commence on 23 May 2013.
The global offering comprises a total of 1,328,000,000 H Shares (subject to adjustment and over-allotment option), of which approximately 5% will initially be offered under the Hong Kong public offering and approximately 95% will initially be offered under the international offering. The indicative offer price range is from HKD9.80 to HKD13.10 per H Share.
Depending on whether the over-allotment option is exercised, the total value of the deal will be between USD1.66bn and USD2.23bn.
The Allen & Overy team advised on U.S. and Hong Kong law aspects of the deal, and was led by corporate partner Vivian Yiu, Sinopec relationship partner Mark Roppel, and Asia capital markets head James Grandolfo. They were supported by counsels/associates from the firm’s Hong Kong and Beijing offices including Zheng Zha, Donnelly Chan, Ke Huang, Chaobo Fan and Jia Li. Partner Kenneth Rivlin (New York) and senior associate Sahand Boorboor (New York) provided advice on regulatory compliance.
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers on the deal are: J.P. Morgan Securities (Asia Pacific) Limited, CITIC Securities Corporate Finance (HK) Limited, UBS AG, Hong Kong Branch, Goldman Sachs (Asia) L.L.C. as Joint Global Coordinators and Joint Bookrunners; and J.P. Morgan Securities plc, J.P. Morgan Securities (Asia Pacific) Limited, CITIC Securities Corporate Finance (HK) Limited, UBS AG, Hong Kong Branch, Goldman Sachs (Asia) L.L.C., China International Capital Corporation Hong Kong Securities Limited, The Hongkong and Shanghai Banking Corporation Limited, Haitong International Securities Company Limited, Citigroup Global Markets Limited, Citigroup Global Markets Asia Limited, Merrill Lynch International, Merrill Lynch Far East Limited, Deutsche Bank AG, Hong Kong Branch, CMB International Capital Limited, BOCOM International Securities Limited, and BOCI Asia Limited as Joint Bookrunners and Joint Lead Managers.
Allen & Overy has advised on a number of other significant issuances in the equity ‘hot spots’ of Asia over the past 12 months, including:
- Malaysia and Singapore: advising the underwriters to IHH Healthcare, one of Asia’s biggest hospital operators, on its USD2.1bn dual listing on SGX and Bursa Malaysia, the third largest IPO of 2012 at time of listing.
- Philippines: advising LT Group on its USD920m equity offering – the largest by a Philippines corporate issuer on record; and advising the underwriters to BDO Unibank, Inc on its USD1bn rights issue, at the date of issue, the largest ever equity capital markets transaction by a Philippines issuer.
- South Korea: advising the underwriters to C.J. Hello Vision on its USD267m IPO, the largest in South Korea in 2012.
- India: advising the book runners to Axis Bank on its USD1bn Qualified Institutions Placement (QIP), the largest QIP in India to date.
