Supporting you in India 2021 - allenovery.com - Allen & Overy
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Delivering market-leading
India expertise
Our driving ambition at Allen & Overy is to help the world’s leading companies make
sense of the commercial and legal complexities of globalisation. In a market as dynamic
as modern India, that’s an agenda that fits exactly with the needs of our clients.
We have taken a lead among international law firms in As such, we are ideally placed to act as leading international
providing the right support for our clients, whether they counsel on the sort of transformational, cross-border
are investing in India or looking to expand their operations deals that are burgeoning in India’s fast-growing economy.
in India to new markets across the world. Not surprisingly, that has seen us take a leading role in some
of India’s highest-profile deals in recent years, acting for a
We have done this by providing them with the right
variety of India’s most exciting companies and a number of
resources to complete complex cross-border transactions,
the biggest inward investors.
often in multiple jurisdictions, and by giving them access
to first-class legal support on the ground in India. Clients we have acted for include The Tata Group, Vedanta,
Aditya Birla, Jindal Steel, the infrastructure group GMR,
A&O’s India Group is made up of over 100 partners and
India’s leading wind energy company Suzlon, National
associates drawn from across our network of international
Thermal Power Corporation (NTPC), ICICI Bank, Bank of
offices, particularly Dubai, Hong Kong, London,
India, State Bank of India, Axis Bank and Reliance Industries.
Singapore, Sydney and New York.
Indian regulation prohibits us from practising Indian law
All of these professionals have deep specialist knowledge of
ourselves and from having our own office in India, but we
the Indian market and a long track record of working
enjoy strong working relationships with the leading Indian
on India-related matters. But they also reflect the full range
law firms. This allows us to provide a seamless and full range
of practice areas in which A&O excels, including foreign
of legal services to clients, helping them to grow both within
direct investment, M&A, banking, capital markets, litigation,
India and across the world.
arbitration and employment, as well as the full range of
business sectors, including energy, infrastructure, mining,
financial institutions, private equity, insurance, telecoms,
media and technology, real estate and life sciences.
India International Law Firm of the Year
Chambers Asia Pacific Awards, 2017
Top 50 Foreign law firms – Ranked 2
RSG India report 2019
Tier 1 India Foreign Firms
Legal500, 2019
Finance, International firm of the year
Chambers Asia Pacific Awards, 2018
2 Supporting you in India | 2021Full service expertise
Best in class specialists across all legal disciplines
A cohesive team to advise on on your critical transactions and matters
Trusted adviser
Sector insight, business understanding and a commercial approach
We give you value by providing strategic advice, on or off deal
Unrivalled global capability
The largest global footprint of our peer group and a ‘best friend’ network of associated firms
Market-leading advice, anywhere, at any time
Market-leading execution
Innovation and efficiency in project management, resourcing, pricing and technology
You save time and money while retaining quality
Leading individuals
Consistent global quality across all disciplines, with unrivalled bench strength
Giving you confidence that you are getting the very best advice
allenovery.com 3Our global network
Key India-related practice areas
Corporate ICM Banking & Finance
Our Corporate practice actively advises A&O International Capital Markets practice A&O has been recognised as the market
international clients on investment in India continues to be a leading force in the India leader in Indian and international high-end,
as well as Indian corporates on cross-border region for debt and equity capital markets multi-jurisdictional financial legal advice.
transactions. We advise on a full spectrum transactions covering both U.S. securities The practice advises clients on complex,
of corporate work, including corporate and English law advice on a range of products, cutting-edge financing structures, and in the
finance and equity capital markets work, including medium-term note programmes last year has advised on a significant number
mergers and acquisitions, joint ventures, and commercial paper, high-yield, hybrid of innovative financings across the region and
private equity investments and commercial and regulatory capital issues, U.S. private across industry sectors. The team continues
agreements. We have extensive experience placements, rights issues, IPOs and Qualified to advise on many of the largest and most
in advising corporates, banks and Institutional Placement (QIP). We have been innovative syndicated loan transactions in India.
governments on cross-border work in the involved in numerous international capital
region, including advising on many of the markets transactions, working for both issuers
region’s major transactions. and underwriters on some of the most high
profile deals for companies in numerous
sectors of the economy. Our team has
extensive experience advising on some
of the most significant transactions from India.
4 Supporting you in India | 2021Multi-jurisdictional, multi-discipline capability
A&O is a world-leading law firm, with approximately 5,400 people, including some 550 partners, working in over 40 offices
across Europe, Asia Pacific, the U.S., South America and the Middle East.
We provide clients with leading legal expertise and advice at a local and international level. Over 60% of our turnover is
generated outside the UK and approximately 25% of our work involves offices in five or more countries, demonstrating
the importance of being able to provide a global response for clients.
NORTH AMERICA EUROPE AFRICA ASIA PACIFIC
New York Amsterdam London Casablanca Bangkok
Washington, D.C. Antwerp Luxembourg Johannesburg Beijing
Barcelona Madrid Hanoi
CENTRAL & Belfast Milan MIDDLE EAST Ho Chi Minh City
SOUTH AMERICA Bratislava Moscow Abu Dhabi Hong Kong
São Paulo Brussels Munich Dubai Jakarta*
Budapest Paris Perth
* Associated office Düsseldorf Prague Seoul
Frankfurt Rome Shanghai
Hamburg Warsaw Singapore
Istanbul Sydney
Tokyo
Yangon
Structured Finance Project Finance Dispute Resolution
Our Structured Finance practice includes We have significant experience in advising A&O has one of the best-known India-focused
Acquisition Finance. We have acted on on Indian project financings, particularly disputes practices in the world. We have an
numerous complicated structured finance in the power, oil and gas, LNG and outstanding track record of achieving
transactions, either by way of the issue of telecommunications sectors. Our role successful outcomes for our clients, handling
bonds or notes, or by way of loans involving has included advising lenders, arrangers, both commercial and investment treaty
Indian companies with extensive security sponsors and borrowers on a number arbitration work, as well as co-ordinating
packages, including put options on promoters of major deals. Our power experience related Indian litigation, including special leave
and pre-IPO financings with equity kickers. is primarily related to gas-fired, coal-fired petitions to the Supreme Court. We have
and oil-fired power plants, as well as solar advised on numerous disputes with an
and renewable energy-related matters in Indian nexus, representing both Indian
India. We have also acted in connection companies and non-Indian companies
with gas and LNG projects, mainly in Gujarat. with business interests in the country.
Telecoms experience has included advice Our experience spans a wide range of sectors,
on the financing of both fixed line and cellular including the banking and finance, real estate,
networks, and the roll-out and operation of energy, telecommunications, manufacturing,
GSM licences in India. Financing work has automotive and hospitality industries.
also covered other projects such as
railway construction and refining factories.
allenovery.com 5Mergers & Acquisitions
AN OIL & GAS COMPANY AION CAPITAL PARTNERS HASSAD FOOD COMPANY
On its 50:50 joint venture with the The India fund of U.S. private equity A subsidiary of Qatar Investment Authority,
Adani Group in relation to certain liquefied firm Apollo Global Management, on its on its acquisition of a majority interest
natural gas (LNG) assets in India and acquisition of GE Capital’s commercial in Bush Food Overseas Private Limited, a
the establishment of a co-branded retail lending and leasing businesses in India. major branded rice business in India and
network of 1,500 service stations and IBLJ Deal of the Year 2016 on its related joint venture arrangement.
a gas/LNG marketing business This was a key M&A transaction undertaken
across India. by Hassad Food Company since being
LLOYD ELECTRIC & given its food security mandate.
IBLJ Deal of the Year 2019
ENGINEERING LIMITED
IBLJ Deal of the Year 2013
On the acquisition of Noske-Kaeser’s
NASPERS Rail & Vehicles business in Germany,
On the sale of its shareholding in New Zealand, Australia, Brazil and the U.S. A GLOBAL FINANCIAL INSTITUTION
Flipkart to Walmart. On the EUR1.350bn sale of KBL,
its private bank, to the Hinduja Group.
BARING PRIVATE EQUITY ASIA
IDEA CELLULAR LTD On its USD465m acquisition financing
On the international aspects of the of a 42% stake in Hexaware Technologies, CARLSON REZIDOR HOTEL GROUP
merger between Idea and Vodafone India. a major Indian information technology One of the world’s largest hotel groups,
The USD23 billion merger transaction services company. This was the largest which owns, manages and operates
will create India’s largest mobile telephone investment by a PE major in India at the the ‘Radisson’ brand of hotels globally,
operator, with over 400 million customers time, as well as one of the largest PE deals on its strategic joint venture with
and a 35% market share. in the Indian IT services segment as reported Bestech Hospitalities Pvt Ltd, a real estate
by The Business Standard at the time. developer in India, to develop and operate
IBLJ Deal of the Year 2014 49 new hotels across 11 key states in India.
NASPERS FINTECH
On its Series B investment in Paysense
and on its Series A2 and Series B ONGC VIDESH LANCO INFRATECH
investments in ZestMoney, two Indian On its proposed acquisition of a participating One of India’s largest and fastest-growing
consumer lending startups. interest in the North Caspian Sea Production conglomerates on its acquisition of the
Sharing Agreement, which includes the coal mines of failed Griffin Coal, in one of
Kashagan fields. At USD5bn, it would India’s largest investments in Australia.
A LEADING INDIAN BUSINESS
have been the largest natural resources
On the proposed sale of an equity
acquisition for an Indian business had HILTON INTERNATIONAL
interest to a strategic MNC investor
the transaction proceeded to closing.
to create a joint venture. On a major strategic joint venture with
The Kashagan Field is the world’s largest
The Oberoi Group which provided for
current development project.
the rebranding of a number of Indian
VOLCAN INVESTMENTS
hotels, including the Oberoi Towers in
On its investment in one of the world’s RELIANCE INDUSTRIES Mumbai, as Hilton hotels.
largest mining companies, Anglo American.
On the sale to BP of a 30% stake in
23 production sharing contracts for BARING PRIVATE EQUITY ASIA
JERA CO., INC USD7.2bn, exploration bonuses of up
On its acquisition of a minority stake in
On its USD200 million investment in to USD1.8bn and the formation of a joint
cement maker Lafarge India from Lafarge
ReNew Power Ventures Private Limited, venture for the sourcing and marketing
France. This was one of the first minority
one of India’s largest renewable of gas and development of related
acquisition deals that was leveraged with
energy companies. infrastructure in India.
a complex offshore financing and
vendor financing structure at the time.
HINDALCO INDUSTRIES THOMAS COOK GROUP IBLJ Deal of the Year 2013
On the takeover bid by Metals X for On the GBP94m sale of its 77%
Aditya Birla Minerals, a company in interest in Thomas Cook (India) to
which Hindalco holds a 51% interest. Fairbridge Capital, a subsidiary of
Fairfax Financial Holdings.
6 Supporting you in India | 2021A UAE POWER COMPANY WEST ASIA MARITIME DUBAI FINANCIAL GROUP
On the USD1.6bn consortium bid and The Indian shipping company on On the sale of its interest in the
arrangements to purchase the Baspa the acquisition of the Middle East bulk Thomas Cook branded business
Stage II and Karcham Wangtoo plants transloading business of Torvald Klaveness in India and the Middle East.
in the northern state of Himachal Pradesh, Group, a Norwegian Middle East
from Jaiprakash Power Ventures. bulk transloading business.
AN INDIAN PURCHASER
The acquisition will rank among the
top 15 foreign investments made in On a 50% stake in an Indonesian
NBC UNIVERSAL mining concession and on the
India to date.
On its investment in the networks related financing arrangements.
business of New Delhi Television.
A GLOBAL FINANCIAL INSTITUTION
TANTI GROUP
On its private equity investment in
TM INTERNATIONAL The owner of wind turbine supplier Suzlon,
Amalgamated Bean Coffee Trading
Company in India. The international investment arm of on its joint venture with Arcapita and its
Telekom Malaysia, on several regional strategic investment in wind farm energy
acquisitions, including the acquisition of group Honiton Energy.
A GLOBAL BIOPHARMACEUTICAL a 49% equity interest in Spice Communications
COMPANY Private Limited, one of the leading service
A GLOBAL PROVIDER OF
On the sale of its German generic providers of mobile telephony in
ALCOHOLIC PRODUCTS
drug subsidiary Heumann to the Indian Punjab, India, and its subsequent IPO.
pharmaceutical group Torrent. On the acquisition of Asia Pacific Breweries
(Aurangabad) from Asia Pacific Breweries.
HINDALCO
A GLOBAL FINANCIAL INSTITUTION The Indian steel company, on the
On its investment in Resurgere Mines acquisition of Novelis, a U.S.-based
and Minerals India, a mineral product and aluminium manufacturer, for USD6bn.
exploration company with operations in
the states of Orissa and Jharkhand, India.
A GLOBAL FINANCIAL INSTITUTION
On the acquisition of Apeejay Finance.
This was carried out in conjunction
with the Burman family (investors
based in Calcutta).
“The firm has strong expertise in the corporate and commercial sphere.”
Legal500, 2017
M&A team of the year
IFLR Asia Awards, 2016
allenovery.com 7Banking
A GLOBAL FINANCIAL INSTITUTION DEBT FUNDS A GLOBAL FINANCIAL INSTITUTION
On the financing of Bain’s acquisition Managed or advised by a global financial On a complex commodity offtake
of shares in Axis Bank Limited. The M&A institution in connection with the first sub-participation agreement involving
transaction aggregated USD1.8bn with acquisition financing transaction in Vedanta India Limited and Macquarie
investments from Bain Capital and Life relation to an Indian target (Healthium Bank Limited.
Insurance Corp (LIC). Medtech Private Limited), involving a
Mauritian incorporated borrower and
parent (wholly owned or managed by A GROUP OF GLOBAL FINANCIAL
INVESTEC AND SMBC Apax Partners LLP funds). INSTITUTIONS AND SIEMENS
As arrangers on a USD100m financing On a USD115m refinancing of the
for a subsidiary of AION Partners acquisition debt involved in the leveraged
in connection with the acquisition of A CLIENT acquisition by the Partners Group of a CSS
InterGlobe Technologies, a leading On an international debt financing for Technologies, a IT services company
provider of business processing services a private equity investment in India. spread across USA, India, Mauritius,
to the travel industry. The transaction Netherlands, the Philippines and Poland.
involved the purchase of operating The acquisition was the largest LBO by
companies in both India and the ADVENT INTERNATIONAL the Partners Group in Asia. The transaction
Philippines and required creating a As the financial sponsor of India’s first was a dividend recapitalization and
structure that was compliant with Indian synthetic INR denominated margin involved a complex re-domiciliation process
law and also permitted the taking of loan. This financing is a first-of-its-kind between Mauritius and Delaware and
multiple levels of onshore security in facility to monetise listed Indian shares, a complex cash pooling agreement.
the Philippines and offshore security while simultaneously protecting the
in Mauritius and Singapore. offshore borrower from the exchange
rate fluctuations in relation to its A GROUP OF GLOBAL
underlying income stream. FINANCIAL INSTITUTIONS
A GLOBAL FINANCIAL INSTITUTION As arrangers in relation to credit facilities
In connection with a term loan facility made available to Indianet Bidco Pte. Ltd.
for ChrysCapital to acquire a controlling THE LENDERS for the purposes of acquiring certain shares
interest in GeBBS Healthcare Solutions. On the acquisition by Bain Capital in Serco BPO Private Holdings Limited,
The borrower is a Mauritian SPV. The Hong of a minority interest in QuEST Global, Serco BPO Private Limited, Mena Business
Kong and Shanghai Banking Corporation, involving a holdco share-backed Services L.L.C. and Eagle BPO Mauritius.
Singapore Branch acted as arranger and financing structure including
lender under the term loan facility. post-IPO margin financing features.
A GLOBAL FINANCIAL INSTITUTION,
ICICI BANK AND AXIS BANK
A GLOBAL FINANCIAL INSTITUTION A GLOBAL FINANCIAL INSTITUTION In connection with their secured term
In connection with a margin financing As the arranger of senior secured notes, loan facilities made available to Essar
for the acquisition of shares of Housing and a number of other global financial Global Fund and certain offshore
Development Finance Corporation institutions as arrangers of a super senior subsidiaries in an aggregate principal
Limited, an Indian listed company. revolving credit facility provided to amount of up to USD4bn.
Samvardhana Motherson Automotive
IBLJ Deal of the Year 2015
Systems. The transaction is notable as it
THE LENDERS represents a super senior revolving credit
On the financing aspects of the take-private facility and senior secured notes arranged A GROUP OF GLOBAL
acquisition of Vedanta Resources plc by on European bank/bond terms across FINANCIAL INSTITUTIONS
its majority shareholder Volcan Europe and Asia, and highlights the
Investments Ltd. growing variety and complexity of financing As mandated lead arrangers in relation to a
structures arranged and executed in Asia. term loan facility of up to USD1,633,330,000
IBLJ Deal of the Year 2018 for Next Creation Trading Singapore Pte
Ltd. (the offshore borrower) for the purpose
A GROUP OF GLOBAL TWO GLOBAL FINANCIAL of financing long-term advance payments
FINANCIAL INSTITUTIONS INSTITUTIONS, ICICI BANK, AXIS to Alok Industries Limited.
BANK, KOTAK MAHINDRA AND A This transaction is one of the first to be
In connection with Advent International’s GLOBAL DIVERSIFIED TECHNOLOGY
acquisition financing for its acquisition completed in accordance with the RBI
AND FINANCIAL SERVICES COMPANY Long-Term Export Advance Circular.
of a majority stake in Manjushree
Technopack Limited, an Indian The lenders and arrangers on a EUR260m It is an innovative structure within the new
packaging solutions company. facility and GBP385m facility to Intas regulatory framework in India enabling
Pharmaceuticals on its acquisition of Indian exporters to restructure local
Actavis UK Ltd and Actavis Ireland Ltd. currency debt with offshore structured debt.
ASIAN DEVELOPMENT BANK IBLJ Deal of the Year 2015
On its proposed assistance to ReNew
Power Ventures Private Limited (ReNew) UNION BANK OF INDIA
to finance the development and
In connection with a term facility provided
construction of a portfolio of renewable
to Tata Teleservices Limited.
energy projects in India.
8 Supporting you in India | 2021A GLOBAL FINANCIAL INSTITUTION A GROUP OF GLOBAL A GLOBAL FINANCIAL INSTITUTION
On the refinancing of existing debt FINANCIAL INSTITUTIONS On the USD2.5bn financing for
facilities of the Whyte & Mackay Group. As lenders in relation to multiple limited Apollo Tyre’s attempted acquisition of
USL Holdings (UK) Limited/United Spirits recourse U.S. dollar bank facilities for Ohio-based tyre manufacturer Cooper Tire
Limited. It involved the refinancing of the offshore borrowers for the purpose of & Rubber Company. If it had been
Group’s indebtedness in the context of financing advance payments to Essar completed, it would have marked the
a mandatory sale required by the UK Steel India Limited as the supplier. largest-ever purchase of a U.S. company
Office of Fair Trading of all or substantially The advance payments were made under by an Indian-based company.
all of the Group’s interest in the supply agreements for the future supply of
Whyte & Mackay Group. steel and iron products by the supplier
to the offshore borrowers. ABN AMRO
IBLJ Deal of the Year 2014
As documentation agent and mandated
lead arrangers for ABN AMRO, Magyar
VTB CAPITAL PLC A CONSORTIUM OF INTERNATIONAL, Export-Import Bank, Raiffeisen Bank,
INDIAN AND BANGLADESHI LENDERS Standard Chartered and UniCredit in the
On the debt financing arrangements
for an all-cash acquisition by an indirect, In relation to syndicated financing to negotiation and documentation of the
wholly-owned subsidiary of Essar Global BSRM Steel Mills for the development EUR300m secured term loan facilities for
Fund Limited of the shares in Essar of a steel melting and billet casting plant Apollo Tyres. The facilities, which are
Energy PLC not already owned by in Bangladesh. The financing involved a partially Hungary EXIM backed, will enable
EGFL and the 4.25% convertible bonds U.S. dollar tranche and two Bangladesh Apollo Tyres to set up its new greenfield
due 2016 guaranteed by EEPLC. taka tranches, one of which is plant in Hungary to complement the
Sharia compliant. existing factory in the Netherlands, allowing
Apollo Tyres to bring the whole range of
A GLOBAL FINANCIAL INSTITUTION Apollo and Vredestein branded tyres to the
AMTEK GLOBAL TECHNOLOGIES European market.
As mandated lead arranger on a term PTE. LTD.
loan facility of USD180m for Oil Bridge Pte,
the offshore borrower, for the purpose On its EUR235m long-term facilities
provided by Kohlberg Kravis Roberts & A GLOBAL FINANCIAL INSTITUTION
of financing a long-term advance payment
to Essar Oil, the supplier company Co.’s U.S. and European debt and credit On a USD560m syndicated term loan
incorporated in India, under an advance investment funds. The loan facility provided facility to Ballarpur Paper Holdings, a
payment and sale agreement entered into by the KKR funds to AGT will be used, inter subsidiary of India’s largest paper company.
between the borrower and the supplier. alia, to refinance all of the existing debt This is India’s first cross-border leveraged
of AGT and its subsidiaries. recapitalisation transaction.
IBLJ Deal of the Year 2014
AXIS BANK AND OTHER LENDERS
ICICI BANK
On a USD950m financing for the
acquisition of InterGen by GMR. A GLOBAL FINANCIAL INSTITUTION In connection with the proposed
financing for the Dholpur Power
As mandated lead arranger and lead
Company, an oil-fired power project
adviser on the financing of Bharti Airtel’s
A GLOBAL FINANCIAL INSTITUTION in Rajasthan, India.
USD10.7bn purchase of Zain Africa –
On a USD1.575bn financing to Suzlon the largest financing ever raised for
in relation to an acquisition of RE an acquisition by an Indian corporate. ICICI BANK
Power in Germany. On financing Suzlon’s acquisition of a
AXIS BANK AND A GLOBAL Chinese wind farm company.
A GLOBAL FINANCIAL INSTITUTION FINANCIAL INSTITUTION
AND FIRST GULF BANK On a term loan and letter of credit facility A GLOBAL FINANCIAL INSTITUTION
As mandated lead arrangers in connection for Piramal Healthcare. The financing As arranger on the USD700m term loan
with a USD500m financing for Twin Start structure was customised as necessary and letter of credit facilities provided to
Mauritius Holdings Limited, a subsidiary and the overall deal value was USD240m. certain Australian members of the Adani
of Vedanta Resources plc. The financing IBLJ Deal of the Year 2013 group of companies. This complex,
was structured as a combination of a multi-tranche set of facilities was provided
conventional loan and an Islamic to refinance a number of existing financing
financing done under a Sharia MANDATED LEAD ARRANGERS
arrangements and fund the development of
compliant murabaha structure. On the financing for GVK Group’s the group’s Carmichael mine in Queensland.
This was the first Islamic financing USD1.26bn acquisition of a majority
transaction that a major Indian company stake in Hancock Coal and Infrastructure
Projects in Australia. MANDATED LEAD ARRANGERS
brought to the market and was among
the largest Islamic financings by any On the USD3bn financing for Tata Motors,
Indian company at the time (August 2014). in connection with the acquisition of
Land Rover and Jaguar Cars from Ford.
allenovery.com 9Indian Equity and Debt Capital Markets
DSP MERRILL LYNCH, A GLOBAL HPCL-MITTAL ENERGY LIMITED TATA STEEL LIMITED
FINANCIAL INSTITUTION AND Advised the underwriters in HPCL-Mittal A group of global financial institutions, ANZ,
NOMURA FINANCIAL ADVISORY Energy Limited’s issuance of USD300m BNP Paribas, CA-CIB, DBS, First Abu Dhabi
SECURITIES (INDIA) 5.45% Senior Unsecured Notes due 2026. Bank, ING, SMBC, Société Générale and
HMEL is a leading integrated refinery/ Standard Chartered Bank as the joint lead
On the USD1.25bn initial public offering by petrochemical company in India and after managers in connection with the high-yield
SBI Cards and Payment Services Limited. its first HY bond issuance in 2017, this is Reg S issue of USD300m 4.45% notes due
its second HY bond issuance, both of 2023 and USD1bn 5.45% notes due 2028
which Allen & Overy advised the by ABJA Investment Co. Pte. Ltd,
DBS BANK, FIRST ABU DHABI BANK, underwriters on. a subsidiary of Tata Steel Limited.
SBICAP (SINGAPORE) LIMITED
AND THREE GLOBAL FINANCIAL
INSTITUTIONS MUTHOOT FINANCE LODHA DEVELOPERS
Advised the issuer in Muthoot Finance INTERNATIONAL LIMITED
As the joint bookrunners and joint lead
managers on the high-yield offering by Limited’s establishment of its USD2bn A global financial institution, CITIC CLSA
HPCL-Mittal Energy Limited of USD300m Global Medium Term Note Programme and Securities and UBS as joint book runners
5.45% senior unsecured notes due 2026. issuance of USD450m 6.125% notes due and lead managers in connection with the
2022. Muthoot Finance Limited is known as Reg S high-yield offering of USD125m
the largest gold financing company in the 12% senior notes due 2020 by Lodha
MUTHOOT FINANCE LIMITED world. Its inaugural tapping into the Developers International Limited.
international capital market is significant.
On the establishment of a USD2bn Global
Medium Term Note Programme and issuance POWER FINANCE
of USD450m 6.125% notes due 2022. THE LEAD MANAGERS CORPORATION LIMITED
In Oil India Limited’s USD550m 5.125% A global financial institution, SBICAP
bond offering, which was issued under (Singapore) Limited and Standard Chartered
SUZLON ENERGY LIMITED
Regulation S of the U.S. Securities Act of Bank as joint lead managers on the Reg S
As issuer on the restructuring and consent 1933. Oil India Limited is the second-largest green bond offering of USD400m 3.75%
solicitation relating to its USD546.916m national oil and gas company in India as senior notes due 2027 by Power Finance
step-up convertible bonds due 2019. measured by total proven plus probable oil Corporation Limited under its USD1bn MTN
and natural gas reserves and production. programme. The bond was certified by the
JAIPRAKASH POWER Climate Bonds Initiative and verified by an
REC LIMITED independent assurance statement.
VENTURES LIMITED
As the issuer on the restructuring and On the conversion of its USD3bn EMTN
consent solicitation relating to its USD200m programme into the USD5bn GMTN INDIAN RENEWABLE ENERGY
convertible bonds due 2016. programme, and the subsequent USD700m DEVELOPMENT AGENCY LIMITED
5.250 per cent. Notes due 2023.
A global financial services group,
The notes are listed on SGX and ISM.
Standard Chartered Bank, Axis Bank,
REC LIMITED HSBC, ICICI Bank and Yes Bank as the joint
On the update of its USD7bn Global YES BANK lead managers in connection with the
Medium Term Note Programme. offering of INR19.5bn 7.125% green masala
As the bookrunning lead managers on
bonds due 2022 by the Indian Renewable
the INR49.06bn (approximately USD750m)
Energy Development Agency Limited. The
POWER FINANCE qualified institutions placement (QIP) issue
bonds are certified by the Climate Bonds
of equity shares by YES Bank Limited, the
CORPORATION LIMITED Initiative. This is the first green masala bonds
largest-ever private sector QIP from India. listing on the London Stock Exchange’s
On the update of its USD5bn Global
Medium Term Note Programme and the new International Securities Market.
issuance of USD750m 3.950% notes due A GLOBAL FINANCIAL INSTITUTION
2030 thereunder. BPCL – A&O acted as international SUNTECK REALTY LIMITED
counsel to the Arranger in relation to the The bookrunning lead managers on
update of BPCL’s USD2bn Medium Term the QIP issue of 15,527,950 equity
STATE BANK OF INDIA Note Programme. shares aggregating approximately INR5bn
On its USD1.25bn dual tranche Regulation
(USD76m) by Sunteck Realty Limited,
S/Rule 144A senior notes issuance, which
a prominent realty developer based
included USD400m of 4.00% notes due
in Mumbai.
2022 and USD850m of 4.375% notes due
2024. This was the first Rule 144A bond
offering by an Indian issuer in 2019, and
State Bank of India’s return to the U.S.
capital markets after its record-setting
qualified institutional placement in 2017.
IBLJ Deal of the Year 2019
10 Supporting you in India | 2021UPL CORPORATION LIMITED HPCL-MITTAL ENERGY LIMITED VEDANTA RESOURCES
ANZ, a group of global financial institutions, ANZ, a group of global financial institutions, A group of global financial institutions and
MUFG, Rabobank and DBS Bank as joint SBICAP and Standard Chartered Bank as Standard Chartered Bank as dealer
lead managers on the issue of Reg S joint lead managers in connection with the managers on the abbreviated cash tender
USD300m 4.5% senior notes due in 2028 Reg S debut high-yield offering of offers by Vedanta Resources for any and all
by UPL Corporation Limited. USD375m 5.25% senior unsecured notes of its USD750m bonds due 2018 and
due 2027 by HPCL-Mittal Energy Limited. USD1.2bn bonds due 2019, and as joint
HPCL-Mittal Energy Limited (HMEL) is lead managers on the concurrent Rule
STATE BANK OF INDIA 144A/Reg S high-yield offering of USD1bn
a joint venture between Hindustan
Advised the bookrunning lead managers Petroleum Corporation Limited (HPCL) bonds due 2022 by Vedanta Resources.
on the INR150bn (approximately USD2.3bn) and Mittal Energy Investment Pte Ltd, This deal won Best High Yield Bond by
qualified institutional placement (QIP) issue Singapore, a Lakshmi N Mittal Company. FinanceAsia’s Achievement Awards 2017
of equity shares by State Bank of India. HMEL owns one of the largest refineries and Best High-Yield Bond/ Best Liability
in India. Management in South Asia by
REC LIMITED The Asset 2017.
ANZ, a group of global financial institutions, JSW STEEL LIMITED
BNP Paribas, Mizuho Securities A group of global financial institutions and HOUSING DEVELOPMENT
and MUFG as joint lead managers (JLMs) BNP Paribas as the joint lead managers
in connection with the Reg S green bond FINANCE CORPORATION LIMITED
on the Reg S USD500m high-yield bond
offering of senior unsecured notes due 2027 offering by JSW Steel Limited. JSW Steel Axis Bank, a global financial institution,
by Rural Electrification Corporation Limited Limited is an Indian manufacturer of Nomura and Standard Chartered Bank
(REC). The dollar-denominated ten-year a diverse range of steel products with advised joint lead managers on the
3.875% bond issuance raised USD450m an export presence in more than landmark issue of INR33bn (approximately
for the Indian issuer. 100 countries. USD500m) masala bonds by Housing
Development Finance Corporation Limited
(HDFC). This was the world’s largest
BPRL INTERNATIONAL STATE BANK OF INDIA corporate masala bond issuance to be
SINGAPORE PTE LIMITED On its issue of USD300m denominated listed on the London Stock Exchange.
A global financial institution, Standard Additional Tier 1 bonds, the first transaction
Chartered Bank, DBS, MUFG and SBI of its kind in India. This landmark transaction
Capital Markets as joint lead managers opened up the international markets for FULLERTON INDIA CREDIT
on the issuance of BPRL International Indian regulatory capital issuances. COMPANY LIMITED
Singapore PTE Ltd USD6bn 4.375% A global financial institution on the issue of
notes due 2027 under its USD2bn MTN INR5bn 8.125%. Masala bonds due 2019
programme. The notes were guaranteed by Fullerton India Credit Company Limited,
by its parent company, Bharat Petroleum the first non-banking finance company
Corporation Ltd. Allen & Overy was the to issue a masala bond.
sole international counsel on the issue.
Medium-Term Note Programmes
A&O has advised on all updates or establishments of, or takedowns under, Medium-Term Note (MTN) programmes for
the following institutions in India:
– Axis Bank – HDFC Limited – Rural Electrification Corporation
– Bank of Baroda – ICICI Bank Limited – Shriram Transport Finance Company Limited
– Bank of India – IDBI Bank – State Bank of India
– Bharat Petroleum Corporation – Mahindra & Mahindra Financial Services – Syndicate Bank
– Canara Bank – NTPC Limited – Union Bank of India
– Dewan Housing Finance Corporation Limited – National Highways Authority of India – Yes Bank
– Export-Import Bank of India – Power Finance Corporation
– HDFC Bank – Power Grid Corporation of India
allenovery.com 11EXPORT-IMPORT BANK OF INDIa NTPC LIMITED TML HOLDINGS PTE LIMITED
On its inaugural USD1bn Rule 144A/Reg S Axis Bank, Singapore Branch, a global ANZ in connection with the SGD350m
bond issue under EXIM’s USD10bn Global financial institution, MUFG and Standard tender offer and consent solicitation exercise
Medium-Term Note Program. Chartered Bank as joint lead managers on undertaken by TML Holdings Pte Ltd,
NTPC Limited’s INR20bn green masala a subsidiary of Tata Motors.
bond issue, the first of its kind and dual
NEERG ENERGY LIMITED listed on the London and Singapore Stock
A group of global financial institutions on Exchanges. The green bond is certified by INDUS GAS LIMITED
the landmark USD475m high-yield bond the Climate Bond Initiative. On the establishment of its USD300m
transaction by a Mauritian orphan special Emerging Markets Awards 2016, multicurrency MTN programme and
purpose vehicle, Neerg Energy Limited Capital Markets Debt Deal of the Year subsequent issue of SGD100m Reg S
(Neerg Energy), the proceeds of which were senior unsecured notes due 2018,
used to subscribe to masala bonds issued guaranteed by Newbury Oil Company
by certain subsidiaries of ReNew Power MOTHERSON SUMI Limited and iServices Investments
Ventures Private Limited (ReNew), one of SYSTEMS LIMITED Limited notes due 2020.
India’s largest renewable energy companies.
JM Financial Institutional Securities
IBLJ Deal of the Year 2017 Limited, UBS Securities India Private
IDBI BANK LIMITED
Limited, Icici Securities Limited, IDFC
Bank Limited and IIFL Holdings Limited as ANZ, a group of global financial institutions
MOTHERSON AUTOMOTIVE bookrunning lead managers on Motherson and Standard Chartered Bank
SYSTEMS GROUP B.V. Sumi Systems Ltd’s INR19,934.49m as joint lead managers on IDBI Bank
ANZ, DBS, Standard Chartered Bank and a (approximately USD300m) qualified Limited’s inaugural USD350m Reg S
group of global financial institutions as joint institutions placement. green bond issue, the second Indian
lead managers on Samvardhana Motherson bank to issue green bonds.
Automotive Systems Group B.V.’s
USD300m high-yield notes issue and BHARAT PETROLEUM
a follow-on USD100m tap issuance. CORPORATION EROS INTERNATIONAL PLC
The offering involved guarantees and A global financial institution as the sole On the first bond issued by a leading
collateral from multiple subsidiary arranger, dealer and international legal global company in the Indian language film
guarantors across 11 jurisdictions. counsel on Bharat Petroleum Corporation’s entertainment sector on the Order Book
USD500m Reg S bond issue due 2025, for Retail Bonds. Eros International PLC,
pursuant to its USD2bn Reg S the leading Indian film entertainment
GLENMARK MTN programme. company, announced the successful
PHARMACEUTICALS LIMITED closure of its offer period on 8 October
2014. The seven-year 6.5% retail bond
A global financial institution as the sole raised GBP50m.
manager on Glenmark Pharmaceuticals EXPORT-IMPORT BANK OF INDIA
Limited’s USD170m convertible bond with A group of global financial institutions as
a rare “resettable onward starting joint bookrunners on Export-Import Bank
equity-linked” feature. of India’s inaugural USD500m Reg S green
bond issue due 2020. The transaction
marked the first USD-denominated green
bond out of India as well as the first
benchmark-sized green bond out of
Asia in 2015.
“Maintains an outstanding reputation for arbitrations involving banks
and financial institutions, including derivatives disputes connected to
ISDA master agreements. Deep experience acting on arbitration matters
for Indian conglomerates in the energy, media and telecoms sectors.
Increasingly active on international disputes featuring Japanese
investors in the Indian market.”
Chambers Asia Pacific, 2018
12 Supporting you in India | 2021Project Finance
ASIAN DEVELOPMENT BANK (ADB) ONE OF THE SPONSORS THE POWER GENERATION
In relation to its assistance to ReNew In connection with the 145MW EQUIPMENT SUPPLIER
Power Ventures Private Limited for the naphtha-based combined cycle plant, On the IB Valley Power Project.
purpose of developing 709MW of wind the Mandya Power Project, in Karnataka.
and solar projects across six states in India.
This is also the first financing to include THE PROJECT COMPANY
funds from both ADB and Leading Asia’s FMO AND DEG
In relation to a terminal at Pipavav Port,
Private Infrastructure Fund (an ADB On the financing of an expansion to a Gujarat, India, on a variety of matters,
administered fund provided by Japan calcined petroleum coke plant in India. including all the land issues, the port
International Cooperation Agency). concession agreement, port policy
and relevant port statutes.
ICICI BANK
AXIS BANK On the financing of the 260MW coal/corex
On a USD115m secured loan facility for gas‑fired Jindal captive power plant in GMR/FRAPORT/INDIAN
the purpose of the acquisition and Karnataka, India. Our work included DEVELOPMENT FUND CONSORTIUM
construction of a one-stop integrated a review of existing and proposed PPA
On the bidding for a strategic stake
offshore repair facility catering to offshore and the FSA.
in the Delhi and Mumbai Airports.
vessels and merchant ships at Kakinada
Port, in the State of Andhra Pradesh, India.
AXIS BANK
ICICI BANK
On project financing provided to the
A SYNDICATE OF LENDERS Reliance ADAG Group for the development On the project financing for the Dhamra
of a highway in Pune, India. Port in Orissa.
Led by Axis Bank, on a USD358m term
loan facility and USD25m letter of credit
facility provided to GMR Male International THE ANDHRA PRADESH BARGE
Airport in connection with the expansion A GROUP OF GLOBAL FINANCIAL
and development of the Male International INSTITUTIONS On the Andhra Pradesh barge-mounted
Airport in the Maldives. Independent Power Project.
On project financing provided to the
Reliance ADAG Group for the development
of power transmission lines in Gujarat, India. TCI SANMAR CHEMICALS
U.S. EX-IM BANK AND
A GLOBAL FINANCIAL INSTITUTION On a USD868m project to establish
A GLOBAL FINANCIAL INSTITUTION world-class VCM/PVC production facilities.
In connection with USD2.1bn of financing
This landmark transaction is the first
to be provided to Reliance Industries On a project financing facility provided to substantial international project loan to
Limited for the expansion of the the CLP Group in India in connection with be wholly financed by Indian banks.
Jamnagar refinery facility under an the development of wind turbines.
Ex-Im bank guaranteed facility.
THE COMMERCIAL LENDERS
THE DEVELOPERS In relation to what we believe was the first
project financing for a fixed line network
In connection with a 297MW hydroelectric
in India – Hughes Ispat.
power station at Almatti on the Krishna
River in Karnataka.
“A group with excellent credentials for India-related financing work,
including advising international lenders on investments into projects
in various areas of resources.”
Chambers Global, 2017
allenovery.com 13Arbitration
TWO RESPONDENT BANKS A GLOBAL FINANCIAL INSTITUTION A GROUP OF GLOBAL
In 16 separate claims commenced by four On bringing a claim on behalf of the private FINANCIAL INSTITUTIONS
claimants/ship-owners. The claims arose in equity arm of an international investment On separate claims arising under ISDA
respect of 16 guarantees issued by the two bank in a shareholders’ dispute between master agreements against Indian-based
banks. The guarantees were intended to its subsidiary (the claimant), a privately counterparties. The disputes have been
secure advance instalments paid by the owned property development firm in India referred to separate arbitration proceedings
claimants to an Indian shipyard/builder (the company), and other shareholders in London under the LCIA/ICC Rules.
pursuant to four separate shipbuilding (the respondents). The dispute was referred All of the agreements are governed
contracts. The guarantees were governed to international arbitration in London under by English law.
by English law. The arbitration was seated in the UNCITRAL Arbitration Rules and arose
Singapore and subject to the SIAC Rules. out of a complex suite of transaction
Allen & Overy also provided strategic input documents governed by Indian law. A MAJOR EUROPEAN MULTINATIONAL
on related proceedings commenced by The dispute concerned the claimant’s In an LCIA arbitration with its Indian joint
the applicant shipyard in the Indian and right to exit its investment in the company venture partner. The seat is Singapore
Singapore Courts and its inter-relationship via a put option established under the and the governing law is Indian.
with the SIAC proceedings. The clients parties’ contractual arrangements.
engaged Indian and Singapore counsel The respondents had refused to satisfy
respectively to represent them in these the claimant’s put option on grounds that A LEADING SCANDINAVIAN
related proceedings. The value of the sum it is contrary to Indian foreign investment TELECOMMUNICATIONS COMPANY
in dispute: approximately USD95m. regulations. We succeeded in obtaining
In two related arbitration proceedings
an award for approximately INR5.5bn
against a subsidiary of a substantial
(or USD90m) together with costs.
A GLOBAL GAS COMPANY AND RIL Indian conglomerate.
In an arbitration commenced against
the Government of India under the LEADING JAPAN-BASED GLOBAL
AN INDIAN COMPANY
UNCITRAL Rules 1976, with a seat in MANUFACTURING COMPANY
In an LCIA arbitration against a Japanese
London. The claims arise under two In a Singapore arbitration concerning the electronics multinational before a sole
(Indian law governed) Production Sharing termination of a distribution agreement with arbitrator. Our client was successful in
Contracts (PSCs) entered into in 1994 in an Indian counterparty. The case involved defeating the other side’s debt claim for
respect of two oil and gas fields located emergency arbitrator proceedings under USD7m and, more importantly, our client
off the west coast of India. The dispute the SIAC Rules, with applications for urgent succeeded in its counterclaim for fraud
relates to a variety of issues including the interim relief filed by both sides. The dispute against the other party, quantified at USD78m.
correct interpretation of the cost recovery involves and has involved questions of
provisions in the PSCs, the mechanism for Japanese, Indian and Singapore law,
profit sharing between the parties and the as well as international arbitral practice. HONG KONG BRANCH
amounts of royalty, Cess and service tax Substantive proceedings are ongoing. OF AN INDIAN BANK
payable to the Government in respect
of gas sold under the PSCs. In disputes arising from sums of
The Government has raised a number approximately USD0.5bn owed to it
of high-value counterclaims, including under letters of undertaking issued
complaints relating to the manner in which by an Indian bank.
the fields have been developed. The value
of the sum in dispute exceeds USD5bn.
“Maintains an outstanding reputation for arbitrations involving banks
and financial institutions, including derivatives disputes connected to
ISDA master agreements. Deep experience acting on arbitration matters
for Indian conglomerates in the energy, media and telecoms sectors.
Increasingly active on international disputes featuring Japanese
investors in the Indian market.”
Chambers Asia Pacific, 2018
14 Supporting you in India | 2021Private Equity
A GROUP OF GLOBAL THE ARRANGERS BARING PRIVATE EQUITY ASIA
FINANCIAL INSTITUTIONS On the USD265m facilities agreement On its USD465m acquisition financing of a
On the USD265m financing to a Dutch SPV arranged by a number of global financial 42% stake in Hexaware Technologies, a
vehicle owned and controlled by certain institutions to a Dutch SPV vehicle major Indian information technology services
owned/controlled by certain Baring Private company. This was the largest investment
Baring Private Equity Asia funds with the Equity Asia funds (BREP) the proceeds
proceeds used to finance Baring Private by a PE major in India at the time, as well as
of which were used by to finance BREP’S one of the largest PE deals in the Indian IT
Equity’s acquisition of Citius Technology, acquisition of Citius Technology,
an Indian healthcare technology company. a healthcare technology company services segment as reported by The
with substantial business in the U.S. Business Standard.
GOLDMAN SACHS, INVESTEC, NOMURA,
STANDARD CHARTERED BANK AND ADVENT INTERNATIONAL AION CAPITAL PARTNERS
A GLOBAL FINANCIAL INSTITUTION As the financial sponsor of India’s first The India fund of U.S. private equity firm
synthetic INR denominated margin loan. Apollo Global Management, on its
As arrangers for the financing for
This financing is a first-of-its-kind facility acquisition of GE Capital’s commercial
Blackstone’s acquisition of a majority stake
to monetise listed Indian shares, while lending and leasing businesses in India.
in Essel Propack, a manufacturing
simultaneously protecting the offshore
company listed in India. borrower from the exchange rate
fluctuations in relation to its BARING PRIVATE EQUITY ASIA
A GROUP OF GLOBAL underlying income stream. On its acquisition of a minority stake in
FINANCIAL INSTITUTIONS cement maker Lafarge India from Lafarge
France. This was one of the first minority
As arrangers on a USD600m margin loan WARBURG PINCUS acquisition deals that was leveraged with
financing for I-REIT ML (NQ) Ltd, a Cayman On the acquisition financing arrangements a complex offshore financing and vendor
Island vehicle owned by Blackstone. and certain related shareholder arrangements financing structure at the time. We also
for the acquisition of a joint-controlling stake advised on Baring Private Equity’s
in Computer Age Management Systems subsequent disposal of the stake in
THE SYNDICATE LENDERS Limited, one of India’s leading digital and Lafarge India in 2015.
In relation to a secured USD170m financing administrative services providers to the mutual
for a newly incorporated Singapore SPV fund and asset management industry.
ultimately owned by The Blackstone Group A GLOBAL FINANCIAL
L.P. for the acquisition of a majority of shares INSTITUTION AND DBS BANK
A GLOBAL FINANCIAL INSTITUTION,
in Essel Propack Limited (an Indian public
BABSON CAPITAL, APOLLO As mandated lead arrangers on USD149m
limited company whose shares are listed
and CAD1m senior multicurrency term and
on the BSE Limited and the National The lenders on the financing of an acquisition
by Bain Capital Private Equity of a minority revolving facilities. The facilities were raised
Stock Exchange of India Limited).
interest in Singapore based engineering by a consortium of equity investors (led by
services firm QuEST Global. CX Partners and Capital Square Partners)
GO-VENTURES for the leveraged buy-out of the Aditya Birla
group’s Business Process Outsourcing
GOJEK’s investment arm, on its (BPO) business.
A GROUP OF GLOBAL FINANCIAL
investment in MPL, an India-based
mobile gaming business. INSTITUTIONS AND SIEMENS
A consortium of lenders refinancing the AN INTERNATIONAL FINANCIAL
acquisition debt involved in the leveraged
A GLOBAL FINANCIAL INSTITUTION acquisition by the Partners Group of CSS GROUP-LED SYNDICATE
On its acquisition of a stake in Technologies, an IT services company A syndicate of banks, led by BBVA,
India-headquartered Travel Boutique Online. spread across the U.S., India, Mauritius, Santander, Caixa Bank and a global financial
Netherlands, the Philippines and Poland. services group, on the financing for an
The acquisition was the largest LBO by amount of EUR300m granted to a special
THE LENDERS the Partners Group in Asia. purpose vehicle owned indirectly by the
On the USD600m margin facility arranged fund M1 New Ventures and the private
by a number of global financial institutions equity firm L Capital Asia Advisors (LVMH).
AION CAPITAL PARTNERS LTD The financing was used to fund part of the
to I-REIT ML Ltd , a Cayman Islands vehicle (APOLLO’S INDIA FUND IN JOINT
owned by certain Blackstone funds where acquisition of Pepe Jeans, S.L., refinance
direct security was taken over units in VENTURE WITH ICICI BANK) certain existing financial indebtedness and
Embassy Office Parks REIT, a real estate On its acquisition of GE’s commercial finance the working capital purposes of
investment trust in Bengaluru, India – the lending and leasing businesses in India. the group (including assets in India).
first listed REIT in India which listed on the The buyout transaction is the first deal of its
Bombay Stock Exchange and the Indian kind in the financial services sector in India.
CAPITAL INTERNATIONAL
National Stock Exchange in April 2019.
PRIVATE EQUITY FUND
This was the largest-ever margin financing AMTEK GLOBAL
to date in India or involving PE Funds in India. On the acquisition of Bharti Airtel’s
TECHNOLOGIES PTE. LTD passive infrastructure businesses in
On its EUR235m long-term facilities six African jurisdictions.
A CLIENT provided by Kohlberg Kravis Roberts & Co.’s
On an international debt financing for U.S. and European debt and credit
investment funds. The loan facility provided
a private equity investment in India. by the KKR funds to AGT will be used, inter
alia, to refinance all of the existing debt
of AGT and its subsidiaries.
allenovery.com 15GLOBAL PRESENCE
Allen & Overy is an international legal practice with approximately 5,500 people, including some 550 partners, working in over 40 offices worldwide.
Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. Allen & Overy LLP is a limited liability partnership registered in England and Wales
with registered number OC306763. Allen & Overy (Holdings) Limited is a limited company registered in England and Wales with registered number 07462870.
Allen & Overy LLP and Allen & Overy (Holdings) Limited are authorised and regulated by the Solicitors Regulation Authority of England and Wales.
The term partner is used to refer to a member of Allen & Overy LLP or a director of Allen & Overy (Holdings) Limited or, in either case, an employee or
consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP’s affiliated undertakings.
A list of the members of Allen & Overy LLP and of the non-members who are designated as partners, and a list of the directors of Allen & Overy
(Holdings) Limited, is open to inspection at our registered office at One Bishops Square, London E1 6AD.
UK
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