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Deals – 23 October 2008

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Managing partner Matthew Bubb at Ashurst has led the team which advised DBS Bank Ltd in its capacity as sole financial adviser, mandated lead arranger and underwriter in connection with the S$140 million limited recourse project financing of the Marina Bay District Cooling Project.

Clyde & Co LLP has advised KEF Holdings Ltd and subsidiaries, including Emirates Techno Casting FZE LLC, on the sale of a 45 percent interest to the emerging markets division of Dubai International Capital LLC. The team advising KEF was led by Dubai based corporate partners Abhi Jalan and James O’Shea.

Clyde & Co LLP has advised M’Sharie and its controlling shareholder, Dubai Investments, on the successful private placement of 40 percent of its shares with selected institutional investors across the GCC. The private placement was oversubscribed by more than 100 percent and valued at AED 1 billion. The team advising M’Sharie was led by partner Niall O’Toole

Drew & Napier LLC director Petrus Huang led the team advising the fund manager of theVeritas I Fund. The fund is targeted at institutional investors outside of Singapore designed to provide access to public and private equity and pre-IPO investment opportunities and is valued at approximately US$50 million.

Harry Elias Partnership recently advised Second Chance Properties Ltd in relation to the issue and listing of bonus warrants on the main board of the Singapore Stock Exchange, raising up to a total of S$65 million upon full exercise of all bonus warrants. The team advising the company was led by corporate partner Claudia Teo.

Kim & Chang served as legal counsel to Ford Motor Co and its subsidiaries, which include Volvo and PAGK in the establishment of the Jaguar Land Rover Korea Co Ltd. The new entity was formed by horizontally splitting-off the Jaguar and Land Rover business divisions from PAGK. Partner Sung-Joo Yoon led the team advising the companies in this transaction.

Kim & Chang advised the Korea Development Bank private equity fund on its participation in the Dongwon acquisition of the Starkist Tuna division of Del Monte Food Co through a newly established subsidiary. The clients acquired a 40 percent interest in the new company. Myoung-Jae Chung acted as lead partner in the transaction.

Partner Il Jang, led the Kim & Chang team in advising the lenders in the 12 year syndicated term loan facility for the financing of the No 2 heavy oil upgrading project by Hyundai Oilbank Co Ltd.

Norton Rose (Asia) LLP advised the Hongkong and Shanghai Banking Corp Ltd, through its wholly-owned subsidiary HSBC Asia Pacific Holdings (UK) Ltd, on its proposed acquisition of 88.89 per cent of PT Bank Ekonomi Raharja Tbk for a consideration of US$607.5 million from three individual shareholders. The core advisory team was led by Singapore-based corporate partner, Jake Robson, while additional transactional support was provided by Bangkok international managing partner Phillip John.

Deals – 5 February 2009

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Ali Budiardjo, Nugroho, Reksodiputro has advised Korean retail giant Lotte Shopping Co Ltd on its successful US$300 million acquisition of the entire share capital of PT MAKRO Indonesia. The firm also acted for International Finance Corp in the preceding divestiture of its minority stake in PT MAKRO Indonesia. Partners Ernst G Tehuteru and Woody Pananto led on the transaction.

AZB & Partners
assisted Societe BIC through its associate company, BIC Clichy, in acquiring 40 percent of the shareholding of the Cello Group entities. The firm was involved in conducting legal due diligence, drafting and finalizing all transaction documents. Nohid Nooreyezdan acted as lead partner on the transaction.

Cleary Gottlieb represented Bank of America in its sale of 5.6 billion H shares with a market value of approximately US$2.8 billion in China Construction Bank Corp. The sale was launched and completed through an accelerated bookbuilding process before the start of trading in Hong Kong. Lead partners on the transaction included Jack Murphy in Washington DC, Paul Shim in New York, Filip Moerman in Beijing and Megan Tang in Hong Kong.

Cleary Gottlieb represented Credit Suisse, Deutsche Bank and The Hong Kong and Shanghai Banking Corp as underwriters in a US-registered offering by the Republic of the Philippines of US$1.5 billion of 8.375 percent global bonds due 2019. The transaction marked the first offering by an Asian sovereign in 2009. Hong Kong-based partner Yong Lee led the advisory team.

DLA Piper has advised Datang Telecom Technology & Industry Holdings Co Ltd in its acquisition of a US $171.8 million stake in Semiconductor Manufacturing International Corp . Dr Liu Wei, Beijing office managing and client relationship partner, and Stephen Liu, partner from the Beijing office, led the deal, providing multi-department and multi-jurisdictional support.

Freshfields Bruckhaus Deringer LLP has advised Anheuser-Busch Inbev on the sale of its 19.99 percent stake in Tsingtao Brewery to Japan’s Asahi Brewery for an estimated US$667 million, subject to regulatory approval. As a result of the transaction, Asahi Brewery will become Tsingtao Brewery’s second largest shareholder. The team was led by Asia head of corporate Robert Ashworth.

Fried, Frank, Harris, Shriver & Jacobson LLP represented CapitaLand LF (Cayman) Holdings Co Ltd and CapitaLand AIF Ltd, in connection with the restructuring of the 4 percent senior secured redeemable convertible bonds due 2012 in an aggregate principal amount of 1.2 billion renminbi issued by Heng Yue Holdings Ltd. The advisory team was led by corporate partner Edward Kim.

Yulchon has advised Samsung Electronics on the joint venture between Samsung Electronics Co Ltd and Samsung SDI Co Ltd. Yulchon represented all parties in this merger amongst the affiliates of the Samsung Group. Youngjin Jung, Sung Wook Eun, Kyoung Yeon Kim were lead partners in the ₩780 billion (approximately US$520 million) deal.

Deals – 12 February 2009

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Allens Arthur Robinson acted for AngloGold Ashanti Ltd on the sale of its interest in the world class Boddington Gold Mine Project. The deal, worth up to approximately US$1.1 billion, sees the sale of Anglo’s 33.33 percent interest to joint venture partner Newmont Mining Corp, a leading gold producer. Melbourne-based partner Igor Bogdanich was involved as the principal external legal adviser for AngloGold Ashanti in the negotiations from London.

Allens Arthur Robinson acted for DEXUS Property Group in a comprehensive deal that saw the sale of a one-third interest in its new premier office tower development in Sydney. The firm advised DEXUS on the complete transaction including the development, construction, anchor tenant leasing and disposal of its part interest to Cbus Property. Partner Mark Stubbings led the team on this matter.

Allens Arthur Robinson acted for Henderson Group plc on a capital raising valued at approximately A$106 million. The deal involved the placement of shares/CHESS Depositary Interests, representing approximately 9.9 percent of Henderson’s existing issued ordinary shares, to institutional and other investors. Sydney-based partners Alex Ding and Victoria Poole led the team of advisors.

Allens Arthur Robinson acted for Newcrest Mining Ltd in it’s A$750 capital raising exercise. Partners Robert Simkiss and Robert Pick led the advisory team on the transaction.

Allens Arthur Robinson advised Qantas Airways Ltd on its recent capital raising. The transaction raised A$500 million for the airline via an institutional placement, and will be followed by a share purchase plan for Qantas retail shareholders. Sydney-based partner Tom Story led the team with the support of firm chairman Ewen Crouch on the transaction.

Partners Robert Simkiss and Robert Pick led the Allens Arthur Robinson team that advised Tabcorp Holdings on its recent capital raisings via institutional share placements and share purchase plans. The transaction raised approximately A$300.

Allens Arthur Robinson acted for Wesfarmers Ltd on its equity capital raising which secured a minimum of A$2.9 billion. The deal, incorporating an accelerated pro rata entitlement offer, is marked by an institutional component of A$2 billion, with an additional placement of A$900 million to two strategic investors and a retail entitlement offer. Sydney-based partner Tom Story led the team in this matter.

AZB & Partners advised Brenntag Holding GmbH in relation to its acquisition, through its subsidiary Brenntag (Holding) NV, of 100 percent shareholding in Rhodia Chemicals India Private Ltd. The firm was involved in conducting the legal due diligence of Rhodia India and advised Brenntag on various Indian law issues. Yogesh Bhattarai Vaishali Sharma led the transaction, valued at approximately €3,483,000.

Baker & McKenzie acted for ETF Metal Securities Australia Ltd on four new structured products, which are the first products to be admitted to trading status on ASX’s new AQUA Platform. In addition, a fifth ETF Metal Security, being ETFS Physical Gold, is the first product to be moved from the ASX main list to the new AQUA platform. Partner Bill Fuggle led the transaction’s advisory team.

Clifford Chance has advised Airbus on a joint venture with a group of Chinese industrial partners for a manufacturing centre in Harbin, in north east China.The manufacturing centre will produce aircraft composite material parts and components for the Airbus A350 XWB and Airbus A320 families of aircraft. Kelly Gregory led the team advising the company.

Colin Ng & Partners LLP acted for Penguin in their recent rights issue. The exercise raised about S$6.1 million in net proceeds for the company. Tan Min-Li, partner and co-head of the firm’s corporate finance practice group, led the transaction.

Colin Ng & Partners LLP advised BreadTalk Group Ltd in an approximately US$5 million joint venture with Sanpou Co Ltd. Pursuant to the joint venture agreement, BreadTalk and Sanpou will be investing a total of S$1.5 million and US$4 million shareholdings in the joint venture companies in the proportion of 60 percent and 40 percent respectively. Lisa Theng, head of corporate advisory and a partner in the corporate and commercial practice group, was lead partner on the transaction.

Deacons cross border team, led by partners Ian McCubbin and Shaun McRobert, acted for Ansteel Iron & Steel to complete an $A162 million equity placement with WA’s Gindalbie Metals. Gindalbie shareholders voted overwhelmingly in favour of the deal, which will include Ansteel acquiring 190.7 million shares in Gindalbie following FIRB approval.

Lovells has advised Gale International LLC on the Framework Agreement for a new state-of-the-art ecological city in Changsha. Gale and the Changsha Municipal People’s Government of Hunan Province signed a Framework Agreement to plan, develop and operate Meixi Lake District, a 1,675 acre new ecological city in Changsha, the capital city of Hunan Province. The district will include various sub-projects, all set within an integrated, people-friendly lake environment and surrounded by abundant green space. The advising team advising was led by Shanghai corporate partner Andrew McGinty.

Lovells has advised HK Electric on its HK$5.68 billion acquisition of a 45 percent stake in three China power plants from major shareholder Cheung Kong Infrastructure Holdings Ltd. Under the terms of the agreement the client will acquire the entire issued share capital of Outram, an indirect wholly-owned subsidiary of Cheung Kong. The team advising on the agreement was led by Asia corporate head Jamie Barr.

Mallesons Stephen Jaques acted as Hong Kong legal advisers to the sponsor and underwriters in relation to the listing of CVM Minerals Ltd on the main board of the Stock Exchange of Hong Kong, raising approximately HK$133 million. It was the first-of-its-kind listing of a mineral company under Chapter 18 of the Hong Kong Listing Rules, which does not require the usual track record listing requirements. Conrad Chan was the lead partner on the transaction.

Stephenson Harwood has advised fully integrated tanker company Transpetrol Maritime Services on the financing of an 82,000cbm Very Large Gas Carrier (VLGC) for delivery from Hyundai Heavy Industries in Korea, and the re-financing of two Panamax tankers. The team was led by finance partner Arlene Dourish.

Deals – 19 February 2009

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AGZI LCT Law Firm has advised Bitexco Corp on a private powerplant project in Nho Que, Ha Giang Province, with investment capital of over US$130 million. Dr Le Net and Chau Huy Quang acted as lead lawyers on the deal.

Allen & Gledhill LLP advised the joint arrangers and the co-trustee in the Islamic trust certificate issuance programme established by the Monetary Authority of Singapore. The S$200 million certificate represents the first such sukuk established by a statutory board in Singapore and the first local currency sukuk to be established by a central bank of a non-Muslim majority jurisdiction. Yeo Wico led the team of counsel on this transaction.

Allen & Gledhill LLP have advised DBS and Temasek in a two for one rights issue valued at approximately S$4 billion. Under the terms of the offer, Temasek and a subsidiary will subscribe for their respective 27.6 percent holding in DBS entitlements in full. Temasek has also entered into a sub-underwriting agreement with the underwriters pursuant to the issuance. Partner Prawiro Widjaja led the team advising DBS, while partner Lim Mei led those advising Temasek. The listing represents Singapore’s largest ever capital markets transaction.

Atsumi & Partners advised ProLogis on the sale of its interests in its three Japan funds to affiliates of GIC Real Estate, the real estate investment arm of Government of Singapore Investment Corp. Partner Daniel C Hounslow led the advisory team on the transaction, the total value of which was US$1.3 billion.

AZB & Partners advised Bridgestone Corp Japan on its proposed acquisition of 51 percent of the shareholding of NS Antivibration Products Private Ltd. The firm was involved in drafting and negotiating various transaction documents, advising on Indian law issues and drafting an application seeking the approval of the Foreign Investment Board. Gool Kotwal was lead partner on the transaction.

Clayton Utz’s Brisbane team has advised Bank of Queensland on its A$108 million share purchase plan and placement. The team, led by Brisbane corporate partner Tim Reid, worked with the bank to secure relief from the Australian Securities and Investments Commission for an SPP offer of A$10,000 per shareholder, a change to the Commission’s SPP relief policy which has since been extended to other ASX listed companies

Clayton Utz has advised telecommunications company PIPE Networks on a A$10 million placement and related share purchase plan offer. Brisbane corporate partner Tim Reid led on the transaction.

Clifford Chance has advised Aluminum Corp of China on its US$19.5 billion strategic partnership with the Rio Tinto group, the largest outbound investment ever undertaken by a Chinese company. The transaction involves the creation of joint ventures, as well as the issue of convertible bonds to Chinalco which when converted will increase their shareholding to 19 percent in Rio Tinto plc and 14.9 percent in Rio Tinto Ltd, equivalent to an 18 percent overall interest in the Rio Tinto group. The advisory team was led by corporate partners Kathy Honeywood and Nigel Wellings in London and Rupert Li in Beijing

Clifford Chance advised Columbia Capital, through its subsidiary EUN Partners V LLC, on the conditional acquisition, by way of private placement, of a 14.999 per cent stake in Global Voice Group Ltd, a Singapore listed company. Singapore corporate partner Lee Taylor led the advisory team on this transaction, valued at S$6,311,244.

Clifford Chance advised Shell Eastern Petroleum (Pte) Ltd on their divestment of the Agat terminal and related assets in Guam. Lee Taylor, corporate partner in the Singapore office, led the transaction.

Fried, Frank, Harris, Shriver & Jacobson LLP acted as US counsel to Rio Tinto plc in connection with the announced US$19.5 billion cash investment in the company made by Aluminum Corp of China. Lead partners on the deal were Robert Cassanos, Stuart Gelfond and Lee Parks from the firm’s New York office and Richard Steinwurtzel out of Hong Kong.

Harry Elias Partnership recently acted as the seller ‘s Singapore counsel in a divestment exercise involving the sale of an entity of NYSE-listed Dover Corp to Cohu Inc, for a consideration of US$80 million. Partner Claudia Teo led the team on this transaction.

Hogan & Hartson represented China M and Sharp Point in the sale of 67 percent interest in both companies to Telstra for A$302 million (US$198 million) in cash. The team advising on the transaction was led by partner Roger Peng.

Kim & Chang has advised Lam Research Corp in its acquisition of US$3.5 million new shares of Cham & Ci Co Ltd and its 3 year credit facility provision to the same entity, in the amount of US$8.375 million.

Lovells advised Fast Retailing Co on the establishment of CPAT (Singapore) Private Ltd, a joint venture company aimed at fabric and garment manufacturing in the People’s Republic of Bangladesh. Asia corporate head Jamie Barr and Tokyo head of corporate Rika Beppu led counsel in the transaction, in which the client, two Chinese and one Bangladeshi firm formed the new venture.

Mayer Brown advised ProLogis on the sale of its PRC operations and property fund interests in Japan, to affiliates of GIC Real Estate, the real estate investment arm of the Government of Singapore Investment Corp. Net proceeds from the sale comprised of a total cash consideration of US$1.3 billion. The US based team on this transaction was led by Mike Blair and Joe Hable, and the Asia based team was led by Phill Smith and Andy Yeo.

Melli Darsa & Co has advised Barclays PLC in the acquisition of PT Bank Akita, a privately-owned bank in Indonesia. Subject to the necessary approvals, the PT Bank Akita will be re-branded as ‘Barclays Bank Indonesia’. The team of counsel advising on the transaction were led by partner Melli Darsa.

Paul, Weiss, Rifkind, Wharton & Garrison LLP represented Sumitomo Corp in the Indonesian Tanjung Jati B Expansion Project. Sumimoto, through wholly owned subsidiaries, is the sponsor, developer and EPC contractor of Units 3 and 4 of the Tanjung Jati B coal-fired power plant. Lead lawyers on the deal were partners John E ‘Jack’ Lange, Douglas R Davis and Manuel Frey.

Raslan Loong represented Malaysia Airport Holdings Berhad in their financial and corporate restructuring, implemented through a public-private partnership arrangement with the Government of Malaysia. Partner Loong Caesar led the firm’s team on this arrangement, which contained a revenue sharing agreement allowing the Government to benefit from improved performance as well as compensation for commercial losses suffered by the company related to Government policy.

Simmons & Simmons has advised CLSA Equity Capital Markets Ltd as sponsor on the listing of RCG Holdings Ltd, the first AIM-traded company to list on the Hong Kong Stock Exchange. The listing was by way of introduction and the firm advised on both Hong Kong and English law in relation to the matter. The advisory team was led by partners Charles Mayo and Henry Ong.

Slaughter and May advised China National Building Material Co Ltd in relation to the placing of an aggregate of 298,555,032 H shares, raising approximately US$302 million, pursuant to a special mandate that was granted by its shareholders last year. Benita Yu acted as lead partner on this transaction.

White & Case LLP represented memory chip-maker SanDisk Corp in the restructuring of their two semiconductor production joint ventures and related manufacturing equipment lease financings with Toshiba Corp in Japan. The restructuring, valued at US$1.2 billion, involved the transfer of portions of existing production capacity in the two joint ventures directly to Toshiba and the transfer of the related production equipment for that purpose from the joint ventures to Toshiba. Tokyo based partner Robert Grondine led the advisory team on this transaction.

Deals – 26 February 2009

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AGZI LCT Law Firm have advised the Thu Thiem New Urban Area Authority in its first build-operate project, valued at approximately US$120 million. Under the terms of the contract, a Korean construction investor will design and develop an infrastructure area and relocate apartments in exchange for other land plots. Le Net and Nguyen Xuan Thuy acted as lead lawyers for the Authority.

Allens Arthur Robinson has acted for ACCIONA Agua in assisting the company’s successful bid for Adelaide’s A$1.4 billion desalination plant contract. Melbourne-based partner Emma Warren led the team on the deal, advising the client on contractual documents covering design and construction, operations and maintenance.

Allens Arthur Robinson has acted for Hutchison in the merger of its Australian telecommunications business with Vodafone creating a 50:50 joint venture, VHA Pty Ltd. The firm advised on the complete transaction, having a key role across three streams: corporate, integration strategy and competition. Corporate was led by partners Victoria Poole and Andrew Finch, the integration strategy team was led by partner Peter James, with Fiona Crosbie heading up the competition team.

Allens Arthur Robinson has advised the Thailand Government on its new public private partnership framework aimed at providing funding for major infrastructure projects across the country. The new framework relates to projects valued in excess of 1 billion Thai baht. Sydney-based projects partner Leighton O’Brien led the team advising the Government, liaising with partner Marcus Clarke in Bangkok.

Allen & Overy has advised Bank of Ayudhya PCL, Thailand’s fifth-largest bank, on its acquisition of 99.5 percent shares and 100 percent shares in AIG Retail Bank and AIG Card respectively. The deal is worth 2.055 billion Thai baht and was led by Bangkok-based banking partner Suparerk Auychai.

Harry Elias Partnership acted for 3M Singapore Pte Ltd in the sale and vendor financing of its office building and warehouse at Tagore Lane for an undisclosed sum. Partners Pauline Lee, S Suressh and Mabel Lim led the transaction.

KhattarWong acted for Westcomb Financial Group Ltd in a voluntary conditional offer by Asiasons Investment Ltd. The Group’s primary focus is to assist domestic and foreign incorporated companies to raise capital through Singapore’s equity capital markets and advise them in the origination and execution of mergers and acquisitions and corporate activities. Managing partner Tan Chong Huat led the team on the transaction.

Raslan Loong acted for Malaysia Airport Holdings Berhad in their corporate restructuring implemented through a public-private partnership arrangement with the Government of Malaysia. The agreement contains a revenue sharing arrangement in addition to a compensation package. Loong Caesar led the firm’s advisory team on the transaction, valued at 1.4 billion Malaysian ringgit.

Deals – 5 March 2009

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Allens Arthur Robinson has advised ANZ Infrastructure Services Ltd in the recent acquisition by the Energy Infrastructure Trust of Babcock & Brown Power Ltd’s interest in the Neerabup Power Station. Executive partner Paul Quinn and partner Anna Collyer led the transaction.

Allens Arthur Robinson acted as the lead legal adviser to Rio Tinto in the negotiation and agreement of their major strategic alliance transaction with Aluminum Corp of China. The transaction will be made up of investment joint ventures in respect of certain individual Rio Tinto assets, as well as the issue of convertible bonds at parent company level, delivering a total investment by Chinalco of US$19.5 billion. The firm advised across the full range of legal disciplines, covering corporate, resources, M&A, tax and regulatory matter, with commercial/resources partners Nic Tolé and Scott Langford leading the team.

Allens Arthur Robinson has acted for Shell in acquisitions from, and a joint venture deal with, Arrow Energy Ltd. The deal sees Shell acquire 30 per cent of Arrow’s Australian upstream tenements and 10 percent of their international operations for up to a total of around US$700 million. A joint venture arrangement between Shell and Arrow for the exploration and development of coal seam gas assets in Australia and overseas also formed part of the transaction. Brisbane-based partners Chelsey Evans and Andrew Knox led a team from Australia and Asia on the deal.

Azmi & Associates has advised Lhoist Group on the acquisition of its first operation of extraction of calcium carbonate site in Malaysia which involved direct acquisition of private lands and structured acquisition of state mining lands in the state of Perak. Partners Azmi Mohd Ali, Serina Abdul Samad and Zuhaidi Shahari led the team on the transaction, valued at 100 million Malaysian ringgit.

Baker & McKenzie advised the State Grid Corp of China on its bid, together with two Philippine companies for a 25-year concession to operate, maintain and expand the nationwide transmission system and electricity grid in the Philippines together with the formation of a joint venture vehicle. Stanley Jia, managing partner of the firm’s Beijing office, led the advisory team, where the bid price was US$3.95 billion.

Clifford Chance advised Morgan Stanley as a shareholder of United Industrial Corp Ltd in relation to the offer made by United Overseas Land for United Industrial and the possible sale by Morgan Stanley of shares to United Overseas. Hong Kong corporate partners Mark Shipman and Matthias Feldmann and Singapore corporate partner Lee Taylor led on the transaction, valued at US$1.09 billion.

DLA Piper has advised the Government of the Republic of Indonesia on its successful offering of US$3.0 billion of medium-term notes, the country’s largest ever US dollar-denominated bond sale. Southeast Asia’s largest economy sold US$2.0 billion of 10-year notes, with a yield of 11.75 percent, and US$1.0 billion of five-year notes, with a yield of 10.5 percent. Stephen Peepels, head of the firm’s US capital markets practice in Asia led the deal team from the firm’s Singapore office.

Drew & Napier LLC acted as counsel to Ellipsiz Ltd in respect of a proposed renounceable non-underwritten rights issue of up to 307,200,862 new ordinary shares in the capital of the company. The team was led by firm director Petrus Huang, Joanne Lee and Dax Lim.

Drew & Napier LLC acted as counsel to Metax Engineering Corp Ltd in respect of the renounceable non-underwritten rights issue. The advisory team was led by firm director Petrus Huang, Douglas Koh, Felicia Koh and Alex Wang, with the issue raising estimated net proceeds of approximately S$2.8 million.

JSM advised Li & Fung Ltd on the acquisition of the sourcing operations of Liz Claiborne Inc and its affiliates in Asia for a cash consideration not exceeding US$83 million (HK$647.4 million). Mark Stevens and Martin Robertson were lead lawyers on the transaction.

JSM acted on behalf of a subsidiary of Swire Properties Ltd in the successful Court of Appeal ruling in a planning case involving the Castle Steps Site in Hong Kong. The case involved an application to the Town Planning Board for relaxation of the height and plot ratio restrictions and therefore an increase in the permitted gross floor area of the site. Lawyers FK Au and Alan Yip led the team of counsel advising on the case.

Kim & Chang advised SPARX Group in the sale of its 21 percent stake in Cosmo Investment Management Co Ltd for ₩62.9 billion. SJ Ahn was lead partner on the transaction.

Kim & Chang advised Doosan Corp in the sale of its entire liquor business group to Lotte Liquor BG Co Ltd, a new company established by Lotte Chilsung Beverage. Key partners on the ₩503 billion transaction were SY Park and JH Cheong.

Latham & Watkins represented Real Gold Mining Ltd in connection with its initial public offering of 165,000,000 shares listed on the Hong Kong Stock Exchange and its international offering of 99,000,000 shares at a total value of HK$1,031,250,000 (approximately US$132,995,873). The Hong Kong team was led by corporate partners John Otoshi and David Zhang.

Troutman Sanders has represented global private equity firm The Carlyle Group in its US$50 million investment in the Beijing-based Hao Yue Education Group. The firm was involved in structuring the deal and negotiating all the investment related transaction documents. The team was led by head of greater China practice, Olivia Lee, and partner Coburn Beck.

Deals – 12 March 2009

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Allen & Gledhill LLP advised the joint lead managers and joint underwriters for the rights issues by CapitaLand Ltd and CapitaMall Trust (CMT) and also separately advised Temasek, as holders of a direct interest in CapitalLand and the CMT manager. Partners Tan Tze Gay and Leonard Ching led the team advising the joint lead managers and joint underwriters for the CapitaLand rights issue, Lim Mei, Hilary Low and Christopher Koh the group advising Temasek, while partners Jerry Koh and Chua Bor Jern led on the CMT rights issue and the CMT manager.

AZB & Partners represented Nippon Express Co Ltd in its acquisition of an additional 30 percent stake in its Indian subsidiary Nippon Express India Private Ltd from R Jayakumar. Sai Krishna Bharathan was lead partner on the transaction.

AZB & Partners represented TATA Teleservices Ltd in its divestment of up to 49 percent stake in Wireless TT Info Services Ltd by way of the sale of its equity shares in the company and the demerger of the passive telecom infrastructure business of Quippo Telecom Infrastructure Ltd into Wireless by way of a Court approved scheme of demerger. Abhijit Joshi led the advisory team on this transaction, in which the firm was involved in drafting of the transaction documents including scheme of demerger, share purchase agreements, demerger cooperation agreement and shareholders agreement.

Baker & McKenzie has advised consortium Japan Uranium Management Inc on its investment in Uranium One, a Canadian-listed producer and marketer of uranium. The group has agreed to subscribe to a new share issue of 117 million shares in Uranium One, a holding of about 19.95 percent, with a total transaction value of C$270 million. The advisory team was led by partners Anne Hung in Tokyo, Roslyn Tom in New York and Nurhan Aycan in Toronto.

Clifford Chance has advised Qatar Telecom on the first forward start facility agreement arranged for a Middle Eastern borrower. The facility is a US$1.5 billion forward start multi-currency revolving facility. The team was led by Dubai-based partner Peter Avery.

Latham & Watkins has advised Franshion Properties (China) Ltd in its plans to sell shares worth HK$2.72 billion (US$349 million) by way of rights issue of 1,626,857,221 rights shares at a price of HK$1.67 per share. The firm advised on the transaction with a corporate team from the firm’s Hong Kong office led by partner Cathy Yeung.

Mallesons Stephen Jaques acted as issuer’s counsel on Hong Kong law to Real Gold Mining on its listing on the Hong Kong Stock Exchange. The initial public offering raised approximately HK$1 billion and the market capitalisation of the company on listing was approximately HK$4.2 billion. This is one of the few listings on the Hong Kong Stock Exchange for a mining company for a which a Chapter 18 waiver was obtained. The team was led by M&A partner Dieter Yih.

Shearman & Sterling LLP represented Independent Public Business Corp, an investment vehicle of the Government of Papua New Guinea, on its purchase of a five year A$1.68 billion (US$1.1 billion) exchangeable bond issued by the Government. Upon exchange of the bond, the investment vehicle will acquire business’ entire 17.6 percent equity stake in Oil Search Ltd, thus becoming the single largest shareholder in the company. Shanghai managing partner Andrew Ruff led the team advising on this transaction.

Deals – 19 March 2009

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Allens Arthur Robinson has acted for van Laack GmbH in its acquisition of Australian-owned clothier Herringbone. The company will now have ownership of the brand and retail outlets of the shirt and suit retailer, after Herringbone was placed into voluntary administration in December 2008. The team was led by partner Steve Clifford.

Amarchand & Mangaldas & Suresh A Shroff & Co acted as legal advisors to Aditya Birla Nuvo Ltd in its acquisition of 76 percent shareholding of Apollo Sindhoori Capital Investments Ltd. 56 percent of the shareholding was acquired from the promoter group, with the remaining 20 percent being acquired through an open offer made to the public shareholders.

Amarchand & Mangaldas & Suresh A Shroff & Co acted as transaction counsel to Reliance Petroleum Ltd and Reliance Industries Ltd in the merger of Reliance Petroleum into Reliance Industries. The transaction marks the largest ever merger in India and is being consummated by way of a court sanctioned scheme of amalgamation.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised Sodexo in relation to its acquisition of Radhakrishna Hospitality Services Ltd and its subsidiaries. Completion of the transaction is subject to customary closing conditions.

Baker & McKenzie has advised IBA Health on the company’s A$124 million rights offer. The offer comprised an underwritten accelerated institutional offer and a separate retail offer. Steven Glanz, partner in the firm’s Sydney office, led the legal team.

Clifford Chance has advised Citigroup Global Markets Singapore Pte Ltd and Macquarie Capital Securities (Singapore) Pte Ltd as placing agents on the Section 4(2) private placement of new units in Singapore-listed Ascendas Real Estate Investment Trust (A-Reit), raising approximately US$299.3 million. Singapore-based capital markets partner Crawford Brickley led the transaction.

Clifford Chance has advised Fuji Film Medical on its acquisition of a medical business by way of distressed sale. Tokyo corporate partner Tatsuhiko Kamiyama led the advisory team on the transaction.

Clifford Chance has advised Kerry Media Ltd on the placing down and sale of its shares in SCMP Group Ltd to Deutsche Bank AG. The HK$382,500,000 transaction was led by Hong Kong corporate partner Roger Denny.

Drew & Napier LLC acted as counsel to the establishment and listing of the Investment Beverage Business Fund which was successfully listed on the Singapore Exchange Securities Trading Ltd. The total size of fund is approximately €50 million at inception. The advisory team was led by Petrus Huang.

Fried, Frank, Harris, Shriver & Jacobson LLP represented Merrill Lynch & Co as dealer manager in a fixed price all cash tender offer by Nine Dragons Paper (Holdings) Ltd for any and all of its outstanding US$283,750,000 7.875 percent senior notes due 2013. Approximately 58 percent of the notes outstanding were validly tendered and accepted for purchase as of the expiration of the offer. The team was led by corporate partners Joshua Wechsler and Victoria Lloyd.

Khaitan & Co acted as advisors to Krishnapatnam Port Co Ltd in the Investment by Strategic Port Investments KPC Ltd into Krishnapatnam. Haigreve Khaitan led the advisory team on the US$161 million transaction.

Khaitan & Co advised Torsteel Research Foundation in India and TRFI Investment Private Ltd as investment firms of the promoters of Orissa Sponge Iron & Steel. The US$ 82 million transaction was led by partners Haigreve Khaitanl and Rabindra Jhunjhunwala.

Kim & Chang advised Tomato Mutual Savings Bank in its purchase of the majority of the outstanding shares of Yangpoong Mutual Savings Bank. The ₩ 480 billion transaction was led by partners Jin-Seok Lim and Kwan-Young Kim.

Shearman & Sterling LLP represented IPIC on its purchase of a five year AUD$1.68 billion (US$1.1 billion) exchangeable bond issued by the Government of Papua New Guinea through its investment vehicle, the Independent Public Business Corp. Shanghai managing partner Andrew Ruff led the team advising on this transaction.

Stamford Law has advised China Sonangol International (S) Pte Ltd in its acquisition of a US$200 million participating interest in CEPU oil and gas field in Indonesia operated by PT Pertamina and Exxon Mobil. The transaction was led by partner Yap Wai Ming.

Vinson & Elkins LLP advised Century Bridge Capital on its US$19 million investment in a middle-income residential estate project in Xi’an, China. The total deal size was US$41.4 million. The team was led by partners David Blumental in Shanghai, Alan Bogdanow in Dallas and Jay Hebert in Washington, DC.

WongPartnership LLP acted for Allgreen Properties Ltd in its successful joint bid through its wholly-owned subsidiary, Jetson Investments Pte Ltd, together with subsidiaries of Kerry Properties Ltd, Shangri-la Asia Ltd and Kuok Brothers Sdn Bhd, for two sites in Tangshan City, Hebei Province, PRC. Partners Vivien Yui and Tay Liam Kheng led the transaction, valued at close to S$83 million.

WongPartnership LLP acted for CapitaLand Ltd in a 1-for-2 rights issue that will raise gross proceeds of approximately S$1.84 billion. The rights issue will be underwritten in full by the joint lead managers and joint underwriters, namely, DBS Bank Ltd, JP Morgan (SEA) Ltd and Merrill Lynch (Singapore) Pte Ltd. Partners Rachel Eng and Chong Hong Chiang led the transaction.

WongPartnership LLP acted for UOL Equity Investments Pte Ltd and UOL Group Ltd in the mandatory conditional cash offer for all the issued ordinary shares in the capital of United Industrial Corp Ltd for approximately S$1.156 billion. Managing partner Dilhan Pillay Sandrasegara, and partners Andrew Ang and Linda Wee led the transaction.

WongPartnership LLP acted for Yellow Pages (Singapore) Ltd in its acquisition of the entire issued share capital of Singapore Information Services Pte Ltd. Partners Ng Wai King and Vivien Yui led the transaction.

Zul Rafique and Partners advised Teratai Sanjung Holdings (M) Sdn Bhd in the US$750 million financing of the acquisition of 20 vessels under construction by Korean and Chinese shipyards from a Middle Eastern national shipowning company. The firm was involved in the structuring the acquisition and the financing as well as negotiating the transaction documents. The team was led by Nik Azli Abu Zahar and Fuzet Farid.

Zul Rafique and Partners advised a subsidiary of Tenaga Nasional Berhad in the development of its standard form spot contracts for the purchase of steam coal to be supplied to Malaysian coal-powered power plants. The team was led by Fuzet Farid.

Deals – 26 March 2009

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Allen & Gledhill LLP has advised Alhambra, the arrangers, hedging banks, facility agent and security agent and the lenders in the company’s $S390.1 million rated mortgage-backed term loan facilities. The transaction marked the first such structure of its kind in Singapore. Lead partners involved in the transaction were Margaret Chin, Magdalene Leong, Jafe Ng, Cara Chan, Lyn Wee and Chew Mei Choo.

Allen & Gledhill LLP has advised Bukit Sembawang Estates Ltd in their launch of a renounceable partially underwritten one-for-one rights issue. The issue is comprised of two free detachable warrants for every five rights shares subscribed to raise up to S$347.4 million. Partners Tan Tze Gay, Sharon Wee and Wong Sook Ping led the advisory team on this transaction.

Allen & Gledhill LLP has advised Chartered Semiconductor Manufacturing Ltd and the underwriters, Singapore Technologies Semiconductors Pte Ltd, in a US$311.2 million rights issue. The issue involves a 27-for-10 renounceable fully underwritten rights offering of new ordinary shares. Lead advisors for Chartered on the transaction were partners Tan Tze Gay and Prawiro Widjaja, with partners Lim Mei and Lee Kee Yeng advising the underwriters.

Allen & Gledhill LLP has advised Oversea-Chinese Banking Corp Ltd in its offer to exchange its outstanding five per cent subordinated notes due 2011 for 5.60 per cent subordinated notes due 2019 callable with step-up in 2014. This is the first exchange offer of debt securities that qualify as regulatory capital, and the first exchange offer of debt securities cleared through The Central Depository (Pte) Ltd. Lead partners advising OCBC were Tan Tze Gay, with partner Cara Chan leading those advising the trustee, The Bank of New York Mellon.

Baker & McKenzie has advised Eastern Star Gas Ltd on its A$50 million equity placement. The capital raising comprised an underwritten placement to institutional and sophisticated investors in Australia and overseas and coincided with the company entering the ASX200. The team was led by Sydney capital markets partner David Holland, corporate partner and leader of the firm’s Australian resources practice David Ryan and US securities partner Andrew Reilly, also based in Sydney.

Hogan & Hartson represented nine Chinese battery companies as respondents in an appeal lodged by Energizer Holdings Inc and Eveready Battery Co to review a decision which invalidated Energizer’s patent on zero-mercury-added alkaline batteries. The Supreme Court decision marks the fifth and final effort by the company to resurrect the claim. The matter was led by partners Steven Hollman, Cate Stetson and Susan Cook in Washington DC, Los Angeles partner Wei-Ning Yang and Beijing partners Roy Zou and Jun Wei.

Khaitan & Co advised India Horizon Fund Ltd as Indian legal counsel to the fund in relation to all aspects of structuring the fund and all tax issues. India Horizon Fund Ltd is a broad based fund which will target mid to long term investments in mid cap companies whose shares are listed in India. Partner Murali Neelakantan led the advisory team.

Khaitan & Co advised India Horizon Fund Ltd, India Discovery Fund and Blue Ocean Trust in relation to their investment in Sterling Holiday Resorts (India) Ltd. The firm advised the investors in relation to the regulations applicable to the acquisition of a listed company, the establishment of India Horizon Fund Ltd and Blue Ocean Trust negotiation and documentation. Murali Neelakantan was lead partner on the transaction.

Khaitan & Co advised Oviesse in relation to a joint venture agreement with Brandhouse Retails Ltd to open 190 stores in India at an investment of US$32 million over a period of five years. Partner Bhumesh Verma led the transaction.

Makarim & Taira S has advised PT Central Java Power on the development of a further 2×660 MW coal fired power plant in Tanjung Jati B, Jepara, Indonesia (TJB 3&4). The US$2.3 billion project is financed by Japan Bank for International Corp and syndicates of financial institutions. The firm, which assisted in the initial project (TJB 1&2), has advised on various Indonesian legal aspects including regulatory/licensing, structure, land purchase and financing since 2006. The team was led by partner Rahayu N Hoed.

Sidley Austin represented Nine Dragons Paper (Holdings) Ltd in its tender offer for its US$300 million 7.875 percent senior notes due 2013, which achieved a 58 percent acceptance rate. In Hong Kong, partners Matthew Sheridan and Jason Kuo led the team advising on US law, and partner Constance Choy led the team advising on Hong Kong law.

White & Case LLP has advised Barry Callebaut Asia Pacific (Singapore) Pte Ltd on the sale of its 100 percent stake in its consumer company in Asia, Van Houten (Singapore) Pte Ltd to Hershey Singapore Pte Ltd. The deal grants Hershey an exclusive licence of the Van Houten brand name and related trademarks in Asia Pacific, the Middle East and Australia/New Zealand for its consumer products. Callebaut will retain ownership of the Van Houten brand. The advisory team was led by M&A partners Christian Jacobs in Hamburg and William Kirschner in Singapore.

WongPartnership LLP acted for Citibank Global Markets Singapore Pte Ltd and Macquarie Capital Securities (Singapore) Pte Ltd in an equity fund raising exercise for Ascendas Real Estate Investment Trust comprising a private placement and a preferential offering of an aggregate of approximately 352 million new units at an issue price of S$1.16 per new unit. Partners Raymond Tong and Lim Hon Yi led the transaction.

WongPartnership LLP acted as counsel to the syndicate of lenders in the grant of bank guarantee facilities to Hydrochem (S) Pte Ltd in connection with the construction of the 500,000 cubic metres per day reverse osmosis desalination plant in Algeria undertaken by the project company, Tahlyat Myah Magtaa SpA. Partners Susan Wong and Choo Ai Leen led the transaction.

Deals – 29 January 2009

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Herbert Smith’s Hong Kong team has settled a long-standing corporate dispute for FirstLink Investments Corp Ltd, a Singapore-listed salt mining and distribution company. The dispute involved a number of companies and individuals, including Asiacorp Development Ltd and Green Salt Group Ltd. The team was led by dispute resolution partner Gareth Thomas and corporate partner Matt Emsley.

Khaitan & Co acted as sole legal counsel to Bahrain Telecommunications Co BSC and Millennium Private Equity Ltd in relation to their acquisition of 49 percent shareholding in S Tel Ltd India. Partners Murali Neelakantan and Kalpana Unadkat led the deal, valued at US$225 million.

Kim & Chang acted as Korean local counsel to Nomura in their acquisition of assets of Lehman Brothers in Korea. The deal marks part of the company’s global acquisition of Lehman assets, represented in Korea by the transfer of Lehman Brothers International (Europe) Seoul Branch assets, supplier contracts and employees to the Nomura Seoul Branch. The firm advised on all aspects of the transaction including the transactional structure, obtaining relevant approvals from Korean supervisory authorities, as well as advising on HR related matters.

Henry Davis York acted for RMB Australia Holdings Ltd trading as MotorOne Finance in the sale of a substantial Australian automotive loan portfolio to BMW Australia Finance Ltd. The transaction was structured as an asset sale and required resolution of complex formulas for price calculations and adjustments, assignment, Uniform Consumer Credit Code, privacy and GST issues. The transaction team was led by partners Ben Mortimer and Grahame Cooper.

Minter Ellison advised the Government of the State of Queensland, Australia on its Airport Divestment Program, which involved the sale of the Government’s 12.4 percent shareholding in Brisbane Airport to a number of existing shareholders, the long term lease of Mackay Airport, and the long term lease of Cairns International Airport. The total value realised for the assets was A$1.028 billion. Brisbane corporate partner Andrew Rentoul led the transaction team.

Watson, Farley & Williams LLP advised Standard Chartered Bank, together with ING Bank NV and Rabobank, in relation to a US$125 million loan facility made available to Lamnalco Ltd. Standard Chartered acted as structuring bank and as agent and security trustee in the refinancing transaction. The firm’s advisory team was led by partner Chris Lowe.

Watson, Farley & Williams LLP acted for a syndicate of lenders led and arranged by DVB Bank America NV in relation to financing the sale and manage-back of certain containers between the DCM Deutsche Capital Management AG group and Dong Fang International Investment Ltd. The transaction team was led by international finance partner Madeline Leong.

Winston & Strawn LLP’s associate Hong Kong firm Luk & Co, represented Mandarin Oriental Holding Co Ltd on the sale of its 50 percent interest in the Mandarin Oriental in Macau to Sociedade de Turismo e Diversões de Macau SA. The agreement is conditional on, amongst others, the approval of STDM shareholders. The deal was led by partner Michael P Phillips.