CONSTANCE CHOY is a member of Sidley’s Executive Committee and is a partner in the Hong Kong office. Her practice covers a broad spectrum of securities, mergers and acquisitions and Hong Kong-listed companies work, including initial public offerings, secondary equity and equity-linked offerings, public company takeovers and reverse takeovers, as well as restructurings of listed companies. In particular, Constance has significant experience of listings on the Stock Exchange of Hong Kong (SEHK)–Main Board and GEM Board, and has represented many of the major underwriters and sponsors, as well as local, P.R.C. and off-shore-listed companies.
Examples of Constance’s significant experience include representation of:
- Goodbaby International Holdings Ltd. in its acquisition of Evenflo Co. Inc. for US$143 million. The agreement is definitive and binding pending Goodbaby shareholder approval;
- Lerado Group, one of the largest Hong Kong-based juvenile product manufacturers in China, in its agreement to sell its juvenile business to Dorel Industries Inc. Dorel Industries is a Canadian company which is principally engaged in the manufacture and sale of juvenile and bicycle products. The purchase price has been established at HK$930 million (US$120 million), subject to adjustments, and will be due upon closing;
- Tingyi (Cayman Islands) Holding Corp in its strategic alliance with PepsiCo. Inc. in which PepsiCo transferred its bottling business in China to Tingyi’s beverage subsidiary in exchange for a 5% shareholding in this subsidiary with a combined business totaling US$12 billion. This transaction was named in 2011 as a “Deal of the Year” by China Business Law Journal;
- Industrial & Commercial Bank of China International (ICBCI) in the US$70 billion share offering on the New York Stock Exchange by Petrobras, a state-owned oil company in Brazil. This global offering was the largest in capital market history. ICBCI was the only Chinese investment bank involved in the offering and this was the first time that a Chinese investment bank has taken a key role in a major share issuance outside mainland China and Hong Kong. This transaction was named “Deal of the Year–The Best from 2010” by Asian-MENA Counsel;
- United Company Rusal Ltd. in connection with its US$2.24 billion IPO on the SEHK and its listing on the Paris-based Euronext. Taken together, the two transactions (SEHK/Euronext) mark the first ever Hong Kong-Paris dual listing for any company and was Hong Kong’s first ever primary offering by a Russian company. This transaction was named “Deal of the Year–The Best from 2010” by Asian-MENA Counsel;
- Sands China Ltd. in connection with its US$2.5 billion IPO listed on SEHK with concurrent global placement pursuant to Regulation S and Rule 144A. Sands China is the Macau-unit of the Las Vegas Sands Corp. casino operators. This transaction was named “Equity Deal of the Year” by IFLR and by China Law and Practice in 2010; and
- Gome Electrical Appliances Holding Limited on its issue of English law-governed RMB2,050 million USD settled 3% Coupon Convertible Bonds due 2014. Gome is one of the largest electrical appliance retailers in China and a long-standing client of the firm. This transaction was named in 2009 as the “Best Deal in China” by The Asset.
Constance has been recognized as a leading lawyer for capital markets work in Hong Kong and China by IFLR 1000, Chambers Global and Chambers Asia and for corporate practice by Asialaw Leading Lawyers. In the 2012 edition of Chambers Asia Pacific, she is described as being “highly commercial and very result-oriented,” and much valued for her “deep connection with clients.”
Constance is fluent in Cantonese and Mandarin Chinese and English.
Constance has acted on several other award-winning transactions including representing:
- Country Garden Holdings Co., Ltd., one of China’s leading property developers, in its issue of US$600 million Convertible Bonds pursuant to Regulation S, with a concurrent synthetic share buy-back through a cash-settled swap transaction. This transaction was named in 2008 as a “Deal of the Year” by CFO Asia, “Equity-Linked Deal of the Year” by IFR Asia, “Most Innovative Deal” by The Asset and in 2009 as “Debt and Equity-Linked Deal of the Year” by IFLR “Debt Market Deal of the Year” by Asian Legal Business;
- China Development Bank in its RMB5 billion 3% 2009 bond offering which was named “Debt Market Deal of the Year 2008” by Asian Legal Business and “Best Local Currency Bond 2007 in Asia” by Asiamoney;
- Agile Property Holdings, in connection with the issuance of its US$400 million 9% Senior Notes due 2013, including “high-yield” covenants pursuant to Regulation S and Rule 144A. This transaction was named “Best High Yield Bond 2006” by The Asset;
- Nine Dragons Paper Holdings Limited’s US$500 million IPO listed on the SEHK with global placements pursuant to Regulation S and Rule 144A. This transaction was named “Best Mid-Cap IPO” in 2006 by The Asset; and
- Tingyi (Cayman Islands) Holding Corp, a SEHK-listed company and one of the largest manufacturers and distributors of packaged foods in China, for the transfer of interest in its beverage business to Asahi Breweries, Ltd. and Itochu Corporation to form a strategic partnership in the beverage business in the P.R.C. The transaction values TAI (Tingyi-Asahi-Itochu), the newly incorporated holding company, at US$950 million. It was named “Japan M&A Deal of the Year” in 2004 by Asiamoney.
In addition, Constance’s recent transactions include having represented the following issuers on their IPOs:
- CT Environmental Group Ltd, PanAsialum Holdings Company Limited, China First Chemical Holdings Ltd., Tenfu (Cayman) Holdings Company Limited, Zall Development (Cayman) Holding Co., Ltd., Yuanda China Holdings Limited, SITC International Holdings Company Limited, Changfeng Axle (China) Company Limited, West China Cement Limited, China ITS (Holdings) Co., Ltd., Kaisa Group Holdings Ltd., SANY Heavy Equipment International Holdings Company Limited, Evergrande Real Estate Group Limited, Powerlong Real Estate Holdings Limited, Solargiga Energy Holdings Limited, Anton Oilfield Services Group, Sinotrans Shipping Limited, China Aoyuan Property Group Limited, KWG Property Holdings Limited, Agile Property Holdings Limited and China Molybdenum Co., Ltd.
Constance has also represented the sponsors and underwriters on the IPOs of the following companies:
- Xiwang Special Steel Company Limited, Tang Palace (China) Holdings Limited, MicroPort Scientific Corporation, Far East Global Group Limited, Fantasia Holdings Group Company Limited, Chongqing Machinery & Electric Co., Ltd., Xinjian Xinxin Mining Industry Co., Ltd, Kingsoft Corporation Limited, The Ming An (Holdings) Company Limited, Greentown China Holdings Limited and Shanghai Prime Machinery Company Limited.
Aside from capital markets transactions, Constance has also worked on many M&A transactions, including representing:
- the HK$600 million disposal by Global Digital Creations Holdings of its 80% stake in GDC Technology, Asia’s largest cinema digital server provider, to an investor consortium led by Carlyle Asia Growth Partners IV;
- China Data Broadcasting Holdings, a GEM-listed company on The Stock Exchange of Hong Kong, on its acquisition from Sichuan Changhong Electric, the controlling interests in Changhong IT Information, a leading IT products distributor in the P.R.C. The transaction was valued at approximately HK$2 billion and will be settled by allotment and issue of new ordinary shares and convertible preference shares. The transaction constitutes a reverse takeover transaction and involves a deemed new listing application on the stock exchange;
- the controlling shareholders of Carry Wealth Holdings Limited, a Hong Kong-based manufacturer of apparel products and listed on the Stock Exchange of Hong Kong, in a HK$141 million (US$18.2 million) acquisition of part of its sale shares by Dragon Peace Limited and the unconditional mandatory cash offer by Sun Hung Kai International Limited for and on behalf of Dragon Peace for all the issued shares in Carry Wealth Holdings;
- China New Network, a wholly owned subsidiary of the Suncorp Technologies Limited, in the proposed placing and acquisition of the entire equity interest in Top Match Holdings Limited from Wealth Grange Holdings for a consideration of HK$4.98 billion through issuance of convertible bond and in cash;
- Macau Investment Holdings Limited, a Hong Kong-listed company, in connection with the proposed issue and allotment of a total consideration of US$60 million of shares, to be subscribed by Jinchuan Group (Hong Kong) Resources Holdings Limited and a subsequent proposed placing;
- Polytec Asset Holdings Limited, through its wholly-owned subsidiary, Power Mighty, in the acquisition of the entire share capital of Caspi Neft from Ufex Advisors for a total consideration of US$100 million and debt with a face value of US$219 million;
- Jia Sheng Holdings Limited, a Hong Kong-listed company, in its proposed acquisition (through its wholly-owned subsidiary, Qiyang Limited) of the entire equity interest in Union Grace Holdings Limited, which in turn holds a 100% equity interest in Thunder Sky Energy Technology Limited, for a total consideration of HK$2.75 billion;
- Geely Automobile Holdings Ltd. with respect to its proposed acquisition of majority stakes in five jointly held automakers controlled by its parent, Geely Group Ltd. Geely Automobile is a Hong Kong-listed unit of Geely Group, mainland China’s biggest privately owned automaker;
- Chia Hsin Cement Greater China Holding Corporation, a SEHK-listed company, on its merger with another SEHK-listed company, TCC International Holdings Limited. Morgan Stanley is acting as the financial adviser to TCC International; and
- Polytec Asset Holdings Limited on its HK$8.5 billion acquisition of a group of companies involved in property development in Macau from Polytec Holdings International. Polytec Asset is the Macau property arm of mid-size SEHK-listed developer, Kowloon Development Company Limited. The acquisition is to be funded by a HK$5.8 billion new share placing on which Sidley also worked.
- Speaker at The 20th Anniversary of H shares: Hong Kong Listing Seminar organized by Hong Kong Exchanges & Clearing Limited September 24, 2013.