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Deals – 11 September 2008

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Allen & Gledhill LLP acted for Temasek Holdings (Pte) Ltd in their sale of all the ordinary shares of Senoko Power Ltd to Lion Power Holdings Pte Ltd for S$3.65 billion following a competitive auction process. The lawyers involved were partners Lim Mei and Christopher Ong.

Ashurst has advised the funders (Hong Kong Shanghai Banking Corp, Sumitomo Mitsui Banking Corp, The Bank of Tokyo Mitsubishi UFJ Ltd, Dexia Banque Internationale à Luxembourg SA, Singapore Branch and DZ BANK AG) on the project financing of the new ITE College West campus, the first project financing of a public-private partnership social infrastructure project in Singapore. The Ashurst team was led by Singapore managing partner, Matthew Bubb.

Clayton Utz has advised renewable energy business Hydro Tasmania on the acquisition of Momentum Energy Pty Ltd. The deal involves Hydro acquiring an initial stake in Momentum of 51 percent for A$17.1 million, with the remaining 49 percent to be acquired in 2010. The lead partner on the deal was Nick Miller. He was assisted by partner Faith Taylor.

Clifford Chance has advised Star Cruises on on its acquisition of a 50 percent (direct and indirect) stake in Travellers International Hotel Group. Under the terms of the US$335 million acquisition, Star Cruises will work with Travellers International to develop and operate hotel and casino complexes in the Philippines. Partner Cherry Chan led the Clifford Chance team in Hong Kong advising Star Cruises.

Clifford Chance advised French energy company EDF on its joint venture agreement with China Guangdong Nuclear Power Co to construct, operate and maintain two third-generation reactors in the city of Taishan. Hong Kong partners Geraint Hughes, head of energy and infrastructure, Peiji Gao, Carmen Kan and Huw Jenkins were lead counsel in the deal, along with Beijing partner Bruce Schulberg.

Drew & Napier LLC acted as counsel to Qualitas Medical Group Ltd on its IPO on the Catalist board of Singapore Exchange Securities Trading Ltd. The IPO comprised 1.1 million public offer shares and 20.9 million placement shares. Bijay Nawal, partner and director of the banking and corporate department, acted as lead counsel.

Drew & Napier LLC acted as counsel to United Overseas Bank Ltd Singapore in a major restatement exercise in respect of UOB Australia Ltd’s Multi-Currency Euro Certificates of Deposit Programme (ECD Programme). The restatement exercise involved the preparation of extension documentation to increase the ECD Programme limit from A$600 million to A$1.5 billion. The team was led by Petrus Huang, banking and corporate director of the firm.

FoxMandal Little acted as legal advisor to US based Vornado Realty Trust with respect to its recent 50:50 joint venture worth approximately US$500 million with Mukesh Ambani led Reliance Industries. The firm advised Vornado regarding the finalization of the joint venture agreement along with ancillary documentation with respect to the joint venture company. Partner Sudish Sharma led the transaction.

Gilbert + Tobin has advised leading global pharmaceutical company sanofi-aventis on its successful bid for the market leading consumer business of Symbion CP Holdings Pty Ltd in Australia. Partner John Williamson-Noble led the A$560 million transaction with partner Janine Ryan. sanofi-avantis completed the deal in 47 days – from their first contact with Symbion’s advisers to signing.

KhattarWong acted for Artivision Technologies Ltd in its IPO on the Catalist of the Singapore Exchange Securities Trading Ltd. Partner Lawrence Wong advised Artivision in this transaction.

Simmons & Simmons advised Cathay Pacific Airways on its case against the Privacy Commissioner and the Administrative Appeals Board regarding the company’s procedure of collecting certain medical information of cabin crew. The case was led by dispute resolution partner Gareth Hughes and employment partner Fiona Loughrey.

Mallesons Stephen Jaques acted for Hunan Valin Steel Tube & Wire Joint Stock Co Ltd in its investment in Australian iron ore explorer Golden West Resources Ltd. Hunan Valin will acquire an 11.4 percent stake in Golden West Resources. The partners involved included John Shi and David Olsson in Beijing, David Perks in Perth, and Louis Chiam in Melbourne.

Slaughter and May Hong Kong has advised China Resources Logic Ltd in relation to its conditional acquisition of China Resources Gas Ltd from its parent, China Resources (Holdings) Co Ltd, for a total consideration of approximately HK$3.8 billion (US$488 million). Partner Benita Yu led the transaction.

Deals – 18 September 2008

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Baker & McKenzie has advised Camco International Ltd on the successful completion of a structured finance transaction in the international carbon market. The transaction was four times oversubscribed. Lawyers from across the firm’s offices were led by Paul Curnow, partner in the Sydney office. Partner Bruce Taylor from the Melbourne banking and finance practice, advised in relation to structured finance issues.

Clifford Chance lawyers in Dubai, Abu Dhabi and Hong Kong have advised Citigroup Global Markets Ltd, on the first ever securitisation of instalment sales receivables – also the first asset-backed securitization out of Abu Dhabi. The transaction involving this brand new asset class was Shari’a compliant. The team included partners Debashis Dey and Qudeer Latif in Dubai and Abu Dhabi

Clifford Chance has advised Actis LLP on its acquisition of Teknicast Sdn Bhd. The transaction was valued at US$48 million. Lee Taylor, partner in the Singapore corporate practice, and Andrew Gambarini, partner in the Singapore banking and finance practice led the transaction.

Clifford Chance Hong Kong has advised Spanish telecoms company Telefónica on its acquisition of a further stake of up to 5.74 percent in fixed-line operator China Netcom. The acquisition was valued at around €800 million. Cherry Chan led the team advising the company.

Latham & Watkins LLP represented the Lion Power Holdings consortium and its five sponsors in its acquisition of Temasek’s wholly-owned Senoko Power Ltd, for a purchase price of S$3.65 billion, with assumption of S$323 million of debt. The consortium comprises Marubeni Corporation, GDF Suez SA, The Kansai Electric Power Co Inc, Kyushu Electric Power Co Inc and Japan Bank for International Cooperation. The team was led by partners Joseph Bevash, Michael Yoshii, Clarinda Tjia-Dharmadi, Stephen McWilliams and Eugene Lee.

Mallesons Stephen Jaques advised Boeing on the US$21 million expansion of BHA Aero Composites Parts Co, a joint venture with China Aviation Industry Corporation. The team was led by partner John Shi in Beijing.

Paul, Hastings, Janofsky & Walker has advised GE Equity, GE’s global private equity team, in relation to its cornerstone investment in connection with the IPO of China Southern Railroad (CSR). CSR, the PRC’s largest train manufacturer, raised over 10 billion renminbi in a dual IPO in Hong Kong and Shanghai. The team was led by Maurice Hoo in Hong Kong.

WongPartnership LLP acted for Wilmar International Ltd and Olam International Ltd. in connection with a purchase of a composite 27 percent stake for S$190 Million (€90 Million) in SIFCA, SA. The investment was effected partly through a share purchase from an existing shareholder of SIFCA, Parme Investissement, and partly through a fresh share subscription.

WongPartnership LLP acted for the majority shareholders of Planet Fitness Co Pte Ltd in the sale of the entire issued share capital to CJ Group Pte Ltd.

WongPartnership LLP acted for Temasek Holdings (Private) Ltd in the sale of its shares in Singapore Computer Systems Ltd held through Green Dot Capital Pte Ltd, to a wholly-owned subsidiary of NCS Pte Ltd following a competitive auction process. The transaction was valued at S$140 million.

Yulchon acted as counsel to SiliconFile Technologies Inc in a $US 20 million deal involving the sale of existing and newly issued shares to Hynix Semiconductor Inc. The transaction was led by Yulchon partner Sang Wook Cho.

Deals – 25 September 2008

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Allen & Overy has advised Bank of China Ltd on its acquisition of a 20 percent stake in La Compagnie Financiere Edmond de Rothschild. The transaction was led by Hong Kong-based corporate partners Michael Liu, Cathy Yeung, and Paris-based partners Jean-Claude Rivalland and Jean-Patrice Labautière.

Freshfields Bruckhaus Deringer LLP acted for AllianceBernstein LP on the disposal of its stake in China Netcom Group Corp (Hong Kong) Ltd to Telefonica Internacional SAU. The transaction was led by head of corporate Asia, Robert Ashworth.

Freshfields Bruckhaus Deringer LLP acted for China Huiyuan Juice, Zhu Xinli, Danone and Warburg Pincus as the majority shareholders on the proposed US$2.5 billion public takeover by Coca Cola. This is the largest ever takeover by a foreign firm of a mainland company. The transaction was led by head of corporate Asia, Robert Ashworth and Beijing-based partners, Chris Wong and Alex Potter.

Freshfields Bruckhaus Deringer LLP has acted as legal counsel to La Compagnie Financière Edmond de Rothschild (LCFR) and its controlling shareholder, Compagnie Financière Saint Honoré (CFSH) in connection with the agreement concerning the activities of private banking and asset management carried out by Bank of China (BOC) and LCFR in their respective markets and signed by LCFR and CFSH with BOC. The team acting on this matter was led by corporate partners Patrick Bonvarlet and David Revcolevschi (Paris) and included partners Teresa Ko (corporate, Hong Kong) and Alex Potter (competition, Beijing).

Freshfields Bruckhaus Deringer LLP advised PetroChina on its acquisition of a 51.89 percent stake in China National Petroleum Corp for a total of US$972 million. The team was led by Hong Kong-based partner Teresa Ko.

Freshfields Bruckhaus Deringer LLP represented Sky Gain Holdings Ltd (HK) in its reverse takeover of Dynasty Gaming Inc (Canada), whereby Dynasty agreed to acquire all of the issued and outstanding securities of Silva Ford Technology Ltd and BaiYou Digital Technology Co Ltd, two wholly-owned subsidiaries of Sky Gain, in exchange for Sky Gain receiving Dynasty shares with a value of up to $105 million. The transaction was led by Hong Kong-based partner Calvin Lai.

Freshfields Bruckhaus Deringer LLP advised Zhuzhou CSR Times Electric, a PRC company listed in Hong Kong, on its proposed acquisition of a 75 percent stake in Dynex Power Inc, a Canadian company listed on TSX-V. The transaction was led by Shanghai-based partner Alan Wang.

JSM has advised Li & Fung Ltd, the export trading arm of Li & Fung Group, in the subscription of 168 million shares by Dunearn Investments (Mauritius) Pte Ltd. Lead partner in the transaction was Jeckle Chiu.

JSM has advised Dah Chong Hong Holdings Ltd on the acquisition of half of the stakes in a group of companies engaging in 4S business (vehicles sales, spare parts, maintenance services and customer survey services) in respect of the FAW Toyota and Lexus brands in the greater Guangzhou area, PRC, for a consideration of approximately HK$143 million. Lead partner in the transaction was Jeckle Chiu.

Kim & Company recently represented Korea Development Bank (KDB) in a ₩830,000 million project financing deal for the construction of Gangnam City Belt Highway in Seoul, Korea. This is a BTO type of private investment project where KDB participated as lead arranger and the largest senior lender. Advisory work for project was led by partners Soo Chang Kim and Jonathan Hackcheon Hwang.

King & Wood represented Credit Suisse in New City Corp’s US$120 Million refinancing of a 2.1 million square metre. facility in Shanghai. Jack Wang, partner in the Shanghai office, led the transaction.

Nishith Desai Associates acted as legal counsel to MGM Networks Inc in connection with their five-year distribution deal with Star Den Media Services to expand broadcasting and distribution of the MGM Channel in India.

Nishith Desai Associates acted as legal counsel to Reliance Big Entertainment in their acquisition of a controlling stake in US based Willow TV, a leading portal for live Internet streaming of major global cricket events.

Rajah & Tann LP acted as counsel to The Lion Power Consortium (comprising Marubeni Corp, GDF SUEZ SA, The Kansai Electric Power Co Inc, Kyushu Electric Power Co Inc and Japan Bank for International Cooperation) in its winning bid of Temasek’s Senoko Power Ltd for S$3.65 billion. Lion Power Consortium will assume S$323 million of net debt of Senoko Power. Key partners to the transaction included: Soh Lip San; Kala Anandarajah; Rajesh Sreenivasan; Soon Choo Hock; Regina Liew Mei Yen; and Tracy-Anne Ang.

Shook Lin & Bok Kuala Lumpur advised the lender, ABN AMRO, on the financing side of the Actis LLP acquisition of Teknicast Sdn Bhd in relation to Malaysian laws.

The Singapore office of Watson, Farley & Williams LLP acted for Citibank NA as lease arranger and for a syndicate of international banks led by Mega International Commercial Bank Co Ltd as agent and loan arranger in relation to the US$286,000,000 sale and leaseback of four 6,000 TEU containerships by Wan Hai Lines. The team was led by partner Chris Lowe.

White & Case has advised long-term client, Chubu Electric Power Co Inc on its acquisition from Mitsui & Co Ltd of a five percent equity interest in the Ras Laffan C Independent Water and Power Project in Qatar. The team working on the transactions included partners Mark Goodrich, Hendrik Gordenker, and Toshio Dokei (advising on Japanese law matters).

WongPartnership LLP acted as Singapore counsel to Norske Skog PanAsia Co Pte Ltd in its sale of all the shares in Norkse Skog Korea Co Ltd to Morgan Stanley Private Equity Asia and Shinan Private Equity for a consideration of 4.2 billion Norwegian krone. The transaction was led by partner Andrew Ang.

WongPartnership LLP advised Yellow Pages (Singapore) Ltd on the acquisition of 350,000 ordinary shares in the issued share capital of Global Magazines Pte Ltd representing 100 percent of its total issued share capital. Upon completion of the acquisition, Global Magazines Pte Ltd will be a wholly-owned subsidiary of Yellow Pages (Singapore) Ltd. The transaction was led by partner Vivien Yui.

WongPartnership LLP acted for CapitaLand China Holdings Pte Ltd as sponsor and manager of CapitaLand China Development Fund II, which raised US$237 million for investment in residential development opportunities in the PRC. The transaction was led by partner Low Kah Keong.

Deals – 2 October 2008

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Drew & Napier LLC acted as counsel to Singapore Computer Systems (SCS) in Singapore Telecommunications’ (SingTel) acquisition of SCS. SingTel acquired SCS through its wholly owned subsidiary Computer Systems Holdings. Following the acquisition, the company has made a mandatory conditional cash offer for the remaining shares of SCS at S$1.50 per share. The team was led by Ralph Lim, director of the banking and corporate department.

DLA Piper has advised China International Marine Containers Co Ltd (CIMC) on the purchase of 60 percent of the shares of Luxembourg-based TGE Gas Investment SA. The team advising CIMC was led by Hong Kong-based corporate partner Tejinder Mahil. The team also included German partners Abdul Aziz Al-Yaqout (corporate), Dr Jan Joachim Dreyer (antitrust), Dr Bernd Borgmann (employment, Cologne) and Martin Heinsius (tax, Frankfurt).

Harry Elias Partnership recently acted for Acertec Engineering Ltd in the S$48 million divestment of its entire shareholdings in BRC Asia Ltd to HG Metal Pte Ltd. The purchase consideration was payable in two tranches, the first tranche of S$38.4 million was paid on the first completion, with the remainder second tranche consideration being payable 12 months thereafter.

Mayer Brown JSM has recently advised HSBC on its local incorporation in Vietnam. HSBC is one of the first foreign banks to receive the licence to locally incorporate its business in Vietnam. Lead partner in the transaction was Dao Nguyen

Nishith Desai Associates has represented Clyde Blowers in its agreement to pay up to US$645 million (£369 million) to acquire the fluid and power division of Textron, the US group which makes Cessna business jets.

Slaughter and May have advised Hong Kong Aircraft and Engineering Co Ltd in relation to the establishment of an equity joint venture with Sichuan Airlines in Chengdu, PRC, to provide both line and heavy maintenance, repair and overhaul services – initially for Airbus 320 aircraft. Partner Lisa Chung advised on the transaction.

Slaughter and May acted for Swire Pacific Ltd in relation to English and Hong Kong law on the annual update of its MTN programme and the increase of the programme limit from US$2.5 billion to US$3 billion. Swire Pacific MTN Financing Ltd and Swire Properties Offshore Financing Ltd are the Issuers under the programme and the notes are unconditionally and irrevocably guaranteed by Swire Pacific Ltd. Partner Laurence Rudge led the transaction.

WongPartnership LLP acted for Singapore Airport Terminal Services (SATS) in its acquisition of approximately 33.3 percent of the issued and paid-up share capital of Country Foods Pte Ltd. On completion of the sale and purchase, Country Foods will become a wholly-owned subsidiary of SATS. The transaction was led by partner Vivien Yui.

WongPartnership LLP acted for a large real estate fund in the disposal of all of its interests in the companies and funds which operate and own respectively the Evason Phuket Resort & Six Senses Spa and the Evason Hua Hin Resort & Six Senses Spa and Six Senses Hideaway. The transaction was led by partner Annabelle Yip.

Deals – 20 March 2008

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Allens Arthur Robinson has advised Zinifex Ltd on its merger with Oxiana Ltd. Zinifex and Oxiana have agreed to a merger of the two companies, by scheme of arrangement. The new combined company will have a market capitalisation of approximately A$12 billion. Oxiana owns and operates the Sepon gold and copper mines in Laos and is actively exploring in Laos, Thailand, China, Cambodia and Indonesia.

Clifford Chance has advised Permira IV funds through ENB Lux 1 Sarl and ENB Lux 2 Sarl in the acquisition of an additional minority holding of 0.57 percent of the issued share capital of a Hong Kong listed company, Galaxy Entertainment Group Ltd (Galaxy), which is an add-on to the 19.73 percent stake in Galaxy acquired by ENB Lux 1 Sarl and ENB Lux 2 Sarl on 27 November 2007.

Clifford Chance has advised health and safety risk specialist International SOS on the formation of its strategic alliance with security consultancy Control Risks. International SOS helps organisations manage the health and safety risks facing their travellers and global workforce, providing consultancy, planning services, 24-hour medical and security advice, assistance and evacuation.

Clifford Chance has advised Khazanah Nasional Berhad, the investment holding arm of the Government of Malaysia, on its third highly successful US$550 million issue of exchangeable Shariah-compliant bonds, also known as sukuks. The sukuks will be listed on exchanges in Hong Kong, Labuan and Dubai and are exchangeable into shares of China’s largest department store operator, Parkson Retail Group Ltd. The latest issue was ten times oversubscribed and is the first of the client’s sukuks to be exchangeable into a stock listed outside Malaysia. Clifford Chance also advised the client simultaneously on the secondary placement of US$97 million of shares in Parkson Retail Group Ltd. The sukuk issue and the placement were jointly arranged by CIMB, Deutsche Bank and UBS.

Drew & Napier LLC acted as counsel to Roxy-Pacific Holdings Ltd (Roxy-Pacific) on their initial public offering on the Mainboard of the Singapore Exchange Securities Trading Ltd. Roxy-Pacific, a Singapore property and hotel company, raised S$39.9 million from the sale of offer and placement shares. Roxy-Pacific’s market capitalisation was about S$190 million based upon the offer price of S$0.30 upon its initial public offer. Roxy-Pacific was established in May 1967 and is a home-grown specialty property and hospitality group, principally engaged in the development and sale of residential properties and the ownership of Grand Mercure Roxy Hotel and other investment properties.

Freshfields Bruckhaus Deringer has advised on the successful US$2.3 billion initial public offering (IPO) of China Railway Construction Corporation (CRCC) on the Hong Kong Stock Exchange. CRCC is an ultra-large integrated construction company, with a focus on transportation infrastructure and municipal works, and was listed on the Shanghai Stock Exchange. Total funds raised were US$2.3 billion (HK$18.3 billion) and will exceed US$2.64 billion if the green shoe option is exercised in full.

Heller Ehrman has assisted China-based Yuhe Poultry Ltd to go public in the US via reverse takeover and a simultaneous private capital raising transaction. The transaction successfully raised a total of $21 million capital, with Roth Capital Partners, LLC as the placement agent while Halter Financial Group and WLT Brothers Capital, Inc. acted as advisors. Located in Weifang, Shandong Province, Yuhe Poultry is the largest China-based corporation for chicken products.

Herbert Smith has advised Credit Suisse and Morgan Stanley as joint global coordinators on the HK$3.2 billion (US$410 million) Hong Kong IPO and Rule 144A / Regulation S global offering of Honghua Group. The company sold 25 percent of its enlarged share capital, or 833.36 million shares. The 70 percent institutional tranche was more than 11 times covered, while the retail tranche attracted about 28 times the number of shares on offer.

KhattarWong has acted for GLL subsidiary GuocoLand Vietnam (S) Pte Ltd in a Joint Venture Agreement with Vietnamese company Miphaco Ltd to establish a 90:10 percent Joint Venture Company to acquire a 5.3 hectare land parcel in District 2 of Ho Chi Minh City, Vietnam. Subject to the necessary approvals, GuocoLand Vietnam has plans to develop a high rise residential development with supporting retail component on the land.

Mallesons Stephen Jaques has advised Cathay Pacific Airways and Dragonair in respect of the development and implementation of their global carbon offset program, the first to be launched by Asian airlines. The FLY greener program allows passengers to voluntarily offset the carbon dioxide emissions of their flight by using cash or frequent flyer miles. The offset payments effectively contribute to the airlines’ purchase of carbon credits generated by projects that reduce the emission of greenhouse gases.

Milbank, Tweed, Hadley & McCloy LLP has represented the sellers in the US$763 million sale of equity interests in global automotive parts manufacturer Mando Corporation to a consortium led by Halla Engineering & Construction Corp., a minority shareholder of Mando Corporation controlled by the founder of Mando Corporation. The auction for Mando Corporation’s shares drew bids from strategic and financial investors from Asia, U.S. and Europe. In connection with the share sale, the bonds issued by Sun Sage B.V., the selling shareholder, will be redeemed.

O’Melveny & Myers LLP acted as exclusive legal advisor to Mindray in the acquisition of Datascope’s Patient Monitoring Business. The acquisition consideration consists of $202 million in cash funded through Mindray’s internal cash and planned third-party borrowings. Datascope will retain approximately $38 million of receivables generated by the Patient Monitoring business.

O’Melveny & Myers LLP represented underwriters in a US$1.05 billion global offering of Want Want China Holdings Ltd and listing of its shares on the Hong Kong Stock Exchange. This is the first sizeable listing on the Hong Kong Stock Exchange of a company that was delisted from the Singapore Stock Exchange. The Shanghai-based Want Want China Holdings Ltd and its owners offered 2.7 billion shares at HK$3 each. The shares sold represent 20.5 percent of the company’s enlarged share capital.

Simmons & Simmons successfully defended National Bank of Abu Dhabi (NBAD) against claims that the bank was liable to Grosvenor Casinos for unpaid gambling debts incurred by a high-rolling gambler at a London casino. Grosvenor had obtained judgment against a high-rolling gambler for payment of two unpaid cheques to the value of £6.68 million, but was unable to enforce its judgment against him. Grosvenor then turned its case against his bankers in Abu Dhabi, NBAD, claiming that the casino had extended credit to the gambler based on the strength of informal discussions over the telephone between a NBAD employee in Ajman and its bankers in Mayfair, NatWest.

Simmons & Simmons has advised on the $650 million project financing of the Ras Abu Fontas A1 (RAF A1) desalination project in Qatar. The transaction is the first project in the power and water sector in Qatar to be co-financed by conventional and Islamic lenders. The RAF A1 project will provide a 45 million gallons-per-day desalination water facility in Qatar and is sponsored by Qatar Electricity & Water Corporation. The financing uses a fully developed common terms structure for both conventional and Islamic debt tranches. The Islamic debt tranch is structured as an Istisna’a and Forward Lease Facility.

Deals – 14 August 2008

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Allen & Overy Thailand has advised the Asian Development Bank and other lenders on the provision of a loan to Cambodia Power Transmission Lines Co Ltd for the construction of double circuit transmission lines running from the Thailand-Cambodia border to Banteay Meanchey, Battambang and Siem Reap in Cambodia. The transmission lines will address power shortages in those regions, where the previous main sources of power were expensive and polluting diesel generators.

Baker & McKenzie‘s projects team in Singapore recently advised SembGas in relation to its long term gas sale and purchase agreement (GSA) to import additional quantities of natural gas into Singapore through the West Natuna pipeline. Pursuant to the GSA, SembGas will purchase and import natural gas into Singapore over a period of 17 years. The deal is valued at US$5.5 billion over the term of the GSA.

Clifford Chance Hong Kong office has advised the management shareholders in Honiton Energy Holdings plc, on the sale of their combined 43.6 percent interest in the company to a joint venture vehicle formed between Tanti Group and Arcapita Bank with the management shareholders receiving a 10 percent equity holding in the joint venture company as part of the consideration for their shares.

Gilbert + Tobin has advised Spain’s Amadeus IT Group SA on its successful acquisition of rail technology company, Onerail Global Holdings Pty Ltd.

JSM has advised the Hong Kong Federation of Insurers (HKFI) on the development of third party liability policy for incorporated owners. With the amendments to the Building Management Ordinance, incorporated owners are required to obtain third party liability insurance in respect of their liability to third parties arising from the management of the common parts of buildings. The firm has advised the HKFI on coverage issues and the proposed policy wording of the third party liability policy for insurers of incorporated owners.

Latham & Watkins represented the underwriters, Merrill Lynch & Co, Oppenheimer & Co Inc and BMO Capital Markets, in connection with China Mass Media International Advertising Corp’s IPO of 7,212,500 American depositary shares representing 216,375,000 ordinary shares on the NYSE Arca.

Linklaters has advised the borrower, Saigon Premier Container Terminal, the sponsors, DP World and the Vietnamese state-owned Tan Thuan Industrial Promotion Co, on the landmark circa US$225 million limited recourse financing of the initial phase of the Saigon Premier Container Terminal port development project in Ho Chi Minh City.

Majmudar & Co represented FTE Verwaltungs GmbH on its joint venture with SETCO Automotive Ltd. The joint venture company will assemble and supply clutch systems to new customers in India. The firm advised FTE on corporate structures, regulatory matters and other related areas of the transaction, and finalized the transaction documents.

Majmudar & Co represented the issuer, Gokul Refoils & Solvent Ltd, in its recent public issue of 7,158,392 equity shares. The issue constituted 27.14 percent of the fully diluted post-issue equity capital of the company.

Majmudar & Co acted for GTECH Global Services Corporation Ltd in its recent acquisition of Springboard Technologies Private Ltd. The firm assisted GTECH in deal structuring, due diligence and finalizing the transaction documents to acquire 90 percent of Springboard’s shares. The firm also advised GTECH on corporate, foreign exchange, tax, employment, intellectual property, and other Indian law aspects of the transaction.

Majmudar & Co acted as Indian legal counsel to US-based Lummus Corp on its joint venture with Patel Brothers Services and Engineering Pvt Ltd and Apex Auto Ltd to market and manufacture equipment. Majmudar & Co advised on tax, regulatory, corporate and all other related areas of the transaction, and finalized the transaction documents.

Majmudar & Co represented WW Grainger Inc in its acquisition of a 49.9 percent stake in Asia Pacific Brands India Ltd. The firm advised on deal structuring, tax, regulatory, corporate and all other related areas of the transaction, and conducted the legal due diligence.

Milbank, Tweed, Hadley & McCloy LLP has represented AK Khan & Co Ltd, on the US$350 million sale of its 30 percent stake in cellular mobile network services provider TM International (Bangladesh) Ltd to Japan’s NTT DoCoMo Inc. The sale was conducted through an auction process involving several bidders over a short time.

Shearman & Sterling has advised China Mass Media International Advertising Corp in connection with its US$50 million IPO and NYSE Arca listing. The company is only the second Chinese company to list in the US this year.

White & Case has represented Deutsche Bank, GE Commercial Finance, ING Bank, Morgan Stanley and DBS as mandated lead arrangers in connection with the provision of debt financing to Kohlberg Kravis Roberts to acquire Unisteel Technology Ltd, a Singapore-listed maker of disk-drive components, for approximately $578 million.

WongPartnership LLP acted for 98 Holdings Pte Ltd as legal counsel in its acquisition of the 112,124,000 shares in NatSteel Ltd held by Oei Hong Leong. The firm also acted for 98 Holdings Pte Ltd in the financing for the acquisition.

WongPartnership LLP represented the borrower, a consortium comprising of Capitaland Ltd, Hotel Properties Ltd, Wachovia Development Corporation and Morgan Stanley in relation to a financing of S$1.996 billion to partially re-finance the acquisition of the Farrer Court site and to part-finance its re-development into a 36-storey condominium. This is the largest real estate financing deal in Singapore to date.

Yulchon represented Lotte Confectionery Co Ltd and its affiliates in the acquisition by the Lotte consortium of 100 percent of the issued and outstanding shares of Guylian, from three shareholders, Mrs Dominique Foubert, Aimee NV/SA and Fabinter Investments SA. Through this transaction, Lotte acquired Guylian, its nine overseas sales subsidiaries and the Guylian Belgian Chocolate Cafes franchise.

Deals – 7 August 2008

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Allen & Gledhill LLP has acted for China Holdings Acquisition Corp in a pre-conditional voluntary cash offer for all the issued and paid-up ordinary shares in the capital of Bright World Precision Machinery Ltd for up to S$300 million.

The Singapore office of Cains has advised Norcon plc on its listing on the AIM. Norcon is an international project management and outsourcing services business which operates principally in the telecoms sector.

Fried, Frank, Harris, Shriver & Jacobson LLP represented Morgan Stanley Real Estate Investing (MSREI) in connection with certain bank finance arrangements entered into by a fund that MSREI manages and by MSREI’s Singaporean joint venture subsidiary, Morganite Pte Ltd, which arrangements include a S$1,996,000,000 credit facility entered into by Morganite.

Hunton & Williams has represented Ocean Life Insurance Co Ltd and the existing shareholders in the sale of a 24 percent stake to Dai-ichi Mutual Life Insurance Co, for the expansion of its operations in the market.

Majmudar & Co represented WW Grainger Inc in its acquisition of a 49.9 percent stake in Asia Pacific Brands India Ltd. Majmudar & Co advised on deal structuring, tax, regulatory, corporate and all other related areas of the transaction.

O’Melveny & Myers LLP represented China Distance Education Holdings Ltd in its initial public offering on the NYSE Arca exchange. The transaction represents only the third United States IPO by a Chinese company in 2008 to date.

Orrick’s China team has advised underwriters in an IPO by Shandong Chenming Paper Holdings Ltd of H shares on the Hong Kong Stock Exchange and a simultaneous international offering of H shares under Rule 144A and Regulation S.

Paul, Hastings, Janofsky & Walker LLP advised the Yamaha Corp in the strategic acquisition of the majority stake held by the founders of Nexo SA. The acquisition, which places a valuation on Nexo SA of approximately €55 million, brings Yamaha’s ownership stake to 74.9 percent.

Rajah & Tann LLP acted as counsel to China Construction Bank Corp, Singapore Branch (the Manager, Underwriter and Placement Agent) in the IPO of Zhongguo Pengjie Fabrics Ltd by way of public offer and placement. The estimated gross proceeds is approximately S$20.4 million from the invitation.

Deals – 12 June 2008

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Baker & McKenzie has advised Champion Real Estate Investment Trust (Champion REIT) on its HK$12.9 billion (US$1.65 billion) acquisition of the Langham Place Mall and Office Tower in Hong Kong’s Mongkok district, and the related capital-raising exercise to finance the acquisition. The capital-raising involved a HK$4.68 billion (US$600 million) convertible bond issue offered internationally, a HK$2.96 billion (US$379 million) international equity placement, and a term loan of HK$2.45 billion (US$314 million).

Clifford Chance advised French media company Lagardere on its acquisition of a 70 percent stake in Singapore-based sports marketing and television rights consultancy World Sport Group Holdings Ltd.

Clayton Utz has advised River Diamonds Plc in connection with the acquisition of Westech Gold Pty Ltd from the Wesson family. The acquisition secures for River Diamonds Westech Gold’s extensive mining tenements in Fiji. The acquisition is also a critical step towards the re-admission to trading of the shares of River Diamonds on the London Stock Exchange’s Alternative Investment Market. Clayton Utz drew on a range of legal expertise to complete the transaction, providing River Diamonds and its UK advisors with corporate and structuring advice as well as stamp duty, taxation and litigation advice.

Deacons has advised Wing Lung Bank Ltd on the proposed disposal of the 53.12 percent interest held by its substantial shareholders for HK$19.3 billion and the possible mandatory general offer by China Merchants Bank Co, Ltd.

Deacons has advised Cheung Kong Infrastructure Holdings Ltd (Cheung Kong) on its acquisition from Vector Ltd of the entire interest in the Wellington electricity distribution network in New Zealand for a consideration of NZ$785 million. Subsequently, the firm advised Cheung Kong on its disposal of 50 percent interest in the Wellington electricity distribution network to Hongkong Electric Holdings Ltd.

Deacons has advised Hutchison Harbour Ring Ltd on the disposal of its entire interest in City Island Developments Ltd which holds certain property projects in Shanghai, the PRC for a consideration of RMB4,438 million, constituting a very substantial disposal for Hutchison Harbour Ring Ltd.

Deacons has advised Win Hanverky Holdings Ltd on its formation of a joint venture with Diadora S.P.A. and the acquisition by the joint venture of certain trademarks from Diadora S.P.A. to carry out the business of manufacture, sale and distribution of Diadora branded products in Hong Kong, Macau and the PRC.

Freshfields Bruckhaus Deringer has advised Merrill Lynch and Morgan Stanley on the successful initial public offering (IPO) of Pou Sheng International Holdings (Pou Sheng). Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel to Merrill Lynch and Morgan Stanley, the joint sponsors, joint lead managers and joint bookrunners of the IPO. Total proceeds from the IPO were US$322 million, and could rise to US$370 million if the over-allotment is exercised in full.

DLA Phillips Fox has advised Darley Australia on its acquisition of the Woodlands Bloodstock business from the Ingham family. The transaction is believed to be the biggest bloodstock deal in history. Darley Australia represents the Australian racing and breeding interests of His Highness Sheikh Mohammed. Sheikh Mohammed is the Ruler of Dubai. The deal included a large number of racing and breeding thoroughbreds, the showcase Woodlands Studs in the New South Wales Hunter Valley and Cootamundra, Crown Lodge racing stables at Warwick Farm in Sydney’s southwest, Carbine Lodge, the racing stables at Flemington Racecourse in Victoria Belmont Park, the pre-training and agistment farm near Windsor, northwest of Sydney, and an agistment property in southern NSW.

Guantao Law Firm served as legal counsel for Beijing China Exhibition Investment Co Ltd in the New CIEC Project. The New CIEC Project was listed as a 2008 Olympic-related project by the Beijing municipal government and identified as an international, comprehensive and modern exhibition center. Guantao has handled all aspects of the project, from the land development and the grant of land use rights to the project financing and property management.

Guantao Law Firm served as legal counsel for the Puyang Refractories Group Co, Ltd in its IPO and listing on Shenzhen Stock Exchange. Puyang Refractories Group Co Ltd raised RMB287.4 million through the IPO, offering 60 million A shares.

Herbert Smith’s Beijing office has advised TCL Multimedia on its placement of new shares to TCL Corporation, its A-share listed parent company, and also to private investors. The proceeds from the placement are estimated to be HK$1.21 billion (US$154 million). The subscription price equals to 15 percent discount to the average closing price per share for 10 trading days after the announcement of placement and is subject to a price range of HK$0.315 and HK$0.250.

KhattarWong acted for Xiamen Huadian Switchgear Co Ltd in its joint venture project with Areva T & D Holding SA, an entity in France and one of the world leaders in the designing and manufacturing of switchgear and other power transmission products. The total investment of the joint venture was EUR39 million.

Latham & Watkins‘ Singapore office acted as international legal counsel to JM Financial Consultants Private Ltd as lead manager in the US$360 million public rights issue by the Indian Hotels Co Ltd of equity shares and non-convertible debentures with a warrant to its equity shareholders. The equity shares are listed on the Bombay and National stock exchanges.

Linklaters has advised China Netcom Group Corp (Hong Kong) Ltd on its US$23.8 billion merger with China Unicom Ltd by way of a Scheme of Arrangement. The firm has also advised China Telecom Corp Ltd on its US$15.8 billion acquisition of China Unicom’s CDMA business.
Both are landmark transactions as they are stage one of China’s restructuring of its telecoms sector, designed to create a more level playing field between operators.

Lovells has advised on the listing of Central China Real Estate, the first Chinese real estate listing in Hong Kong this year, sponsored by Morgan Stanley. The Hong Kong IPO of Central China Real Estate Ltd, a leading residential developer in Henan Province in China, raised US$176 million in the first Chinese real estate listing in Hong Kong for more than six months.

Mayer Brown JSM acted for the Hong Kong Mortgage Corporation on its first international transaction, which is the acquisition of South Korean residential mortgage assets worth US$700 million from a Korean commercial bank. This deal was notable as the first-ever ‘bilateral’ cross-border RMBS securitisation out of Korea under Korean’s ABS Act. The Hong Kong Mortgage Corporation is triple-A rated and Hong Kong’s biggest securitiser.

Minter Ellison advised Sonic Healthcare Ltd, an ASX 100 listed company, on all legal aspects of its proposed take-private of Independent Practitioner Network Ltd, Australia’s premium operator of medical centres. The transaction, which will be implemented through a Scheme of Arrangement and which is subject to various approvals and conditions, will see Sonic increase its current 71.5 percent shareholding in IPN to 100 percent. IPN will then be de-listed.

Nishith Desai Associates acted as legal counsel to Providence Equity Partners in its US$640 million investment in Aditya Birla Telecom Ltd, a wireless telecommunications company and a wholly-owned subsidiary of Idea Cellular for a 20 percent stake.

O’Melveny & Myers LLP represented Hung Hing Printing Group Ltd (Hung Hing) as company counsel in its HK$865 million acquisition by CVC Asia Pacific Ltd (CVC) of its shares on the Hong Kong Stock Exchange. Hung Hing entered into a subscription agreement with Asia Packaging Co Ltd (Asia Packaging), a company ultimately owned by investment funds which are advised by CVC, pursuant to which the Asia Packaging has conditionally agreed to subscribe for and Hung Hing has conditionally agreed to allot and issue an aggregate of 323,500,445 subscription shares at the subscription price of HK$2.70 per subscription share.

O’Melveny & Myers LLP represented the underwriters in a US$100 million global offering of Little Sheep Group Ltd and listing of its shares on the Hong Kong Stock Exchange. The Inner Mongolia-based Little Sheep Group Ltd and its owners are offering 245 million shares at HK$3.18 each. The shares sold represent 23.86 percent of the company’s enlarged share capital, assuming no over-allotment option is exercised.

Paul, Hastings, Janofsky & Walker LLP has advised Softbank on its acquisition of a majority interest in Alibaba.com Japan Co Ltd, the operator of a Japanese language based E-commerce website. The website was established by Alibaba.com Ltd, a Hong Kong Stock Exchange listed company focused on business-to-business E-commerce. The US$20 million investment gives Softbank a majority interest in the joint venture.

Rajah & Tann LLP is acting as counsel to United Envirotech Ltd, in a proposed subscription by Novena Holdings Ltd (NHL) and Oei Hong Leong Foundation (Pte) Ltd of an aggregate of 66,266,000 new ordinary shares in the capital of United Envirotech Ltd (United) at an issue price of S$0.21 for each new share, pursuant to subscription agreements entered into between the United and NHL and OHLF respectively. The deal value is approximately S$13.9 million (US$10.22 million).

Rajah & Tann LLP is acting as counsel to Eastgate Technology Ltd, in a proposed acquisition by Eastgate Technology Ltd (the Company) of all the issued and paid-up shares in Stone Sapphire (HK) Ltd, a company incorporated in Hong Kong, pursuant to the terms of a conditional sale and purchase agreement entered into between the Company and the Vendors. The purchase consideration (approximately US$75 million) will be partly satisfied in cash and partly by way of an issuance of new shares by the Company.

Rajah & Tann LLP has acted as counsel to MediaRing Ltd in a grant by MediaRing to GlobalRoam Group Ltd of a five-year term loan of a principal amount of S$5.5 million, and the issue by GlobalRoam to MediaRing of 13,414,634 warrants at no cost in consideration of the grant of the Loan.

Rajah & Tann LLP is acting as counsel to China Water Holdings Pte Ltd in an approximately US$82 million investment by Standard Chartered IL&FS Asia Infrastructure Growth Fund Co Pte Ltd (SCI Asia) involving: the issue of US$34 million Guaranteed Convertible Senior Secured Notes by CWH; and the disposal of CWH’s Build-Operate-Transfer (BOT) and Transfer-Operate-Transfer (TOT) water treatment projects in China to a new company incorporated in Hong Kong held by SCI Asia (80 percent) and CWH (20 percent).

Rajah & Tann LLP is acting as counsel to Indofood Agri Resources Ltd in the proposed subscription by its 90 percent owned subsidiary of new shares representing 60 percent of the enlarged share capital of PT Lajuperdana Indah, a company engaged in the sugar cane plantation business, for an aggregate cash consideration of Rp375 billion (approximately S$56 million).

Deals – 19 June 2008

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Allen & Overy has advised Aareal Bank Asia Ltd and Aareal Bank AG Allen & Overy has advised Aareal Bank in the US$635.2 million acquisition of the Center in the Puxi district of Shanghai, one of the largest single asset real estate acquisitions in China in recent years.Aareal Bank Asia Ltd acted as arranger and Aareal Bank AG acted as the lender of the US$479 million senior secured term loan facility which, together with a mezzanine loan and equity, financed the acquisition from Hutchison Harbour Ring Property Holdings Ltd of the offshore holding companies of the owners of the property.

Amarchand Mangaldas advised Grasim Industries Ltd in relation to the proposed transfer/sale of its sponge iron manufacturing unit called ‘Vikram Ispat’, by way of a slump sale pursuant to a Court sanctioned scheme of arrangement under Sections 391 – 394 of the Companies Act, 1956 for a consideration of Rs1,030 crores.

Appleby has acted for Media Chinese Investment Ltd, a company listed on the Stock Exchange of Hong Kong, as Bermuda counsel in respect of its additional primary listing on the Main Board of the Malaysian stock exchange. The company is listed on the Hong Kong Stock Exchange and after its Malaysia listing, has become the first company with dual primary listings in both Hong Kong and Malaysia as well as the first offshore company listed in Malaysia.

Baker & McKenzie has advised Borders Group Inc with respect to the sale of Borders’ Australia, New Zealand and Singapore businesses to A&R Whitcoulls. The businesses comprise 30 superstores across Australia, New Zealand and Singapore and is owned by private equity firm Pacific Equity Partners.

Baker & McKenzie ’s corporate team in Vietnam recently advised Rohm and Haas on the planned construction of a US$10 million acrylic emulsion facility in Nhon Trach city, within the Dong Nai province of Vietnam.

Baker & McKenzie‘s mergers and acquisitions team in Vietnam represented Standard Chartered Bank in relation to its acquisition of an additional 6.16 percent stake in the Asia Commercial Bank from the International Finance Corp, raising its holding from 8.84 percent to the maximum 15 percent. Under the deal, Standard Chartered Bank also increased its holdings in Asia Commercial Bank’s outstanding convertible bonds from 8.76 percent to 15.86 percent.

Clifford Chance has advised Richard Austen on his management buy-out of Arthur J Gallagher Asia Pte Ltd.

Clifford Chance has advised the Carlyle Group on the acquisition of the cash systems business of De La Rue plc, for approximately £360 million.

Clifford Chance has advised JPMorgan ASSG on their US$80 million investment in Narayana Hrudayalaya Pvt Ltd, a company which is engaged in building and operating specialist cardiac hospitals and other primary healthcare facilities.

Clifford Chance has advised Saint-Gobain on its acquisition of the 43.64 percent stake held by Nippon Sheet Glass in MAG and JV arrangements with Taiheiyo Cement Corp. The acquisition was made for an amount of ¥1,750 million.

Commerce & Finance Law Offices has advised Credit Suisse on the successful initial public offering (IPO) of Chongqing Machinery & Electric Co Ltd.

Commerce & Finance Law Offices has represented Unicome in the sale of its network based on code-division multiple access technology (CDMA) to China Telecom and merger with China Unicom.

Debevoise & Plimpton LLP has advised investment vehicles managed by HarbourVest Partners, Pantheon Ventures, Partners Group and Paul Capital Partners that have committed to provide financing for the potential going private acquisition of Macquarie Capital Alliance Group (MCAG). The transaction is subject to shareholder approval. MCAG holds interests in four companies: European Directories, Red Bee Media, AIR-serv and Regis Group.

DLA Piper has advised Aureos China Fund LLC (Aureos) on its private equity investment into Chinese company Qingdao Land of State Power Environment Engineering Co Ltd, a wind energy and environmental protection company. The transaction represents a significant boost for QGLD to further develop its R&D capabilities as well as contribute to new energy utilisation in China.

Minter Ellison has assisted on the take private of Macquarie Capital Alliance Group (MCAG), one of Macquarie Group’s listed specialised funds. MCAG is a triple stapled security consisting of shares in an Australian company and a Bermudian company and units in an Australian trust. The take private transaction will be implemented by way of an interdependent Australian scheme of arrangement, Bermudian scheme of arrangement and Australian trust scheme, with MCAG as target.

O’Melveny & Myers LLP represented the underwriters in a US$100 million global offering of Little Sheep Group Ltd and listing of its shares on the Hong Kong Stock Exchange. The Inner Mongolia-based Little Sheep Group Ltd and its owners are offering 245 million shares at HK$3.18 each. The shares sold represent 23.86 percent of the company’s enlarged share capital, assuming no over-allotment option is exercised.

Paul, Hastings, Janofsky & Walker LLP scored victory for Taiwan’s Quanta Computer when the US Supreme Court ruled unanimously to re-affirm the doctrine of patent exhaustion. The decision in Quanta Computer v South Korea’s LG Electronics clarifies that a patentee cannot sell a patented product and still reserve the right to collect additional royalties at several steps along the manufacturing chain, as components are integrated into larger products.

Rajah & Tann LLP acted as counsel to CWT Ltd (CWT) in the disposal of their interest in Cambridge Industrial Trust Management Ltd (CITM) and Cambridge Industrial Property Management Pte Ltd (CIPM) to CREIM Ltd (Creim). CWT, being an SGX Main Board listed company, disposed of its entire direct and indirect interest in CITM and CIPM, respectively, to Creim for an aggregate cash consideration of S$9,200,000.

Shearman & Sterling LLP has advised United Energy Group Ltd, Hong Kong, on its plans to acquire preferred shares of Transmeridian Exploration Inc, Houston, for US$215 million.

Deals – 26 June 2008

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Clayton Utz Melbourne has advised Oxiana Ltd on its recently approved merger with Zinifex Ltd by scheme of arrangement. Subject to shareholder approval, the merged entity will be called OZ Minerals Ltd and will have a market capitalisation of around A$10 billion. Shareholders of both Oxiana and Zinifex will each own 50 per cent of the shares in the merged company following the completion of the deal.

DLA Phillips Fox advised the Private Health Insurance Administration Council (PHIAC), in its role overseeing the A$2.41 billion merger between the Australian arm of British insurer BUPA and MBF Australia Ltd. The firm advised PHIAC on the application made by MBF for approval to convert from registration as a not-for-profit private health insurer to a for-profit insurer.

Gilbert + Tobin has advised marketing services group Photon Group Ltd on its A$76.6 million underwritten rights issue – one of the largest underwritten rights issues in the market under recent amendments to the Corporations Act which permit listed companies to undertake a rights issue without a prospectus. The rights issue was fully underwritten by UBS and Southern Cross.

Fangda Partners advised Hony Capital in the successful structuring and closing of its first RMB fund, a limited partnership established under the amended PRC Partnership Law.

Jones Day has advised Daiichi Sankyo Co Ltd in its acquisition of a majority equity interest in Ranbaxy Laboratories Ltd, among the world’s top 10 generic pharmaceuticals producers and the largest pharmaceutical company in India.

Majmudar & Co acted as Indian legal counsel to GTECH Global Services Corp Ltd, in its recent acquisition of the Hyderabad-headquartered software development services company, Springboard Technologies Private Ltd.

Mayer Brown acted for Bank of America and its conduit as transaction counsel in the conduit-funded securitisation of trade receivables originated by Jabil in Malaysia, France, Hungary and Scotland. The transaction was specially structured to comply with both local law true sale and US true sale.

Norton Rose (Asia) LLP has advised TM International Bhd on new shareholder arrangements with NTT Docomo Inc (Docomo), in relation to its Bangladeshi mobile operator subsidiary, TM International (Bangladesh) Ltd (TMIB). Docomo has agreed to acquire the 30 per cent stake in TMIB currently held by the AK Khan group for US$350 million pursuant to a sale and purchase agreement.

Paul, Weiss, Rifkind, Wharton & Garrison has represented MIH India Global Internet Ltd, in connection with its licensing and option transaction with Tencent Holdings Ltd, a Hong Kong listed, mainland based internet company.

Rajah & Tann LLP acted as counsel to Aequitas Holdings AS (Aequitas), in the acquisition by Aequitas from AP Moller Singapore Pte Ltd of 100 percent of the issued shares of Maersk Shipping Singapore Pte Ltd for an aggregate consideration of US$711,001,200. The firm assisted on the Singapore aspect of the acquisition, including in the due diligence investigations on Maersk Shipping Singapore Pte Ltd and the completion of the said acquisition of shares.

Slaughter and May advised China International Capital Corp, as financial adviser in relation to the restructuring of the PRC telecommunications industry. The restructuring involves, amongst others, China Unicom Ltd, China Telecom Corp Ltd and China Netcom Group Corp (Hong Kong) Ltd. The principal transactions involve an aggregate value of approximately HK$561 billion (US$71.9 billion).

Slaughter and May advised CITIC Group and Temasek Holdings (Private) Ltd as the underwriters in the proposed HK$2,523 million (US$323 million) rights issue by CITIC Resources Holdings Ltd, in which both CITIC Group and Temasek Holdings (Private) Ltd are substantial shareholders.

White & Case, together with Venture Law, acted as deal counsel to Challenger Financial Services Group in its joint venture with Mitsui & Co, to create a Singapore-based investment management business. The first initiative of the joint venture will be establishing and sponsoring the Challenger Mitsui Emerging Markets Infrastructure Fund, with a target size of US$1.2 billion.

White & Case, together with Venture Law represented CIMB Bank (CIMB), in the acquisition of a 42 percent stake in Thailand’s BankThai for approximately 5.9 billion baht (S$241 million). The acquisition will give CIMB a foothold in Thailand’s retail banking business as part of its plans to widen its Southeast Asian banking presence.

White & Case represented Kiatnakin Bank Public Co Ltd in the public offering of unsecured and unsubordinated debentures, in which KASIKORNBANK Plc acted as a lead arranger. The deal is valued at approximately US$109.37 million.

White & Case, together with Venture Law, advised Yantai Raffles Shipyard Ltd (YRSL) as the borrower under a US$125 million unsecured facility arranged by ABN Amro Bank NV. Subject to the satisfaction of certain conditions, the facility may be upsized up to an aggregate principal amount of US$185 million. YRSL is the largest rig builder in China and is traded on the Oslo OTC.

Venture Law acted as Singapore counsel to Deutsche Bank AG, Singapore branch and Merrill Lynch (Singapore) Pte Ltd, as the joint issue managers, financial advisers, bookrunners and underwriters, in the S$300 million Rule 144A/Regulation S initial public offering of Indiabulls Properties Investment Trust and a listing on the Singapore Stock Exchange.

Zul Rafique & partners advised Hap Seng Plantations Holdings Bhd, on its initial public offering which comprised of a domestic offering and a Regulation S Offering under the US Securities Act 1933. The shares of Hap Seng Plantations Holdings Bhd were listed and quoted on the Main Board of Bursa Securities Malaysia Bhd.

Zul Rafique & partners advised on the demerger of Telekom Malaysia Bhd (TM). Under the demerger exercise, TM spun off its mobile and non-Malaysian business, which is now housed under TM International Bhd (TMI) whilst TM continues with the domestic fixed-line voice and data and broadband services . TMI’s shares were listed and quoted on the Main Board of Bursa Securities Malaysia Bhd.

Zul Rafique & partners acted for the Government of Malaysia in an ICSID arbitration case, namely Malaysian Historical Salvors Sdn Bhd v Government of Malaysia, where it successfully struck out the claim on jurisdictional grounds.

Zul Rafique & partners advised Binariang GSM Sdn Bhd, in relation to a refinancing of bridging facility to finance the acquisition and privatisation of Maxis Communications Bhd. The advice comprises the issuance of Sukuk instruments under the Shariah principle of Musyarakah of up to19 billion ringgit senior sukuk and up to RM equivalent of US$900 million junior sukuk.