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Deals – 2 April 2009

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Allens Arthur Robinson has advised Tabcorp Holdings Ltd on the first major retail offering of corporate bonds in Australia in almost 20 years. The company aims to raise around A$200 million through the offer. Partners Robert Simkiss, Robert Pick and Jason Morris headed up the deal, advising the company on, among other things, the preparation of the prospectus and the structure of the bonds’ terms and conditions.

Clifford Chance advised Morgan Stanley as a shareholder of United Industrial Corp Ltd (UIC) in relation to the offer made by United Overseas Land for UIC and the sale by Morgan Stanley of 11 percent of UIC’s issued share capital to United Overseas Land. Lead counsel on the transaction were Hong Kong corporate partners Mark Shipman and Matthias Feldmann and Singapore corporate partner Lee Taylor.

Clifford Chance has advised the lenders on a US$225 million financing for a refinery development by Pertamina, Indonesia’s state-owned oil and gas company. A team led by partner Ting Ting Tan advised BNP Paribas, The Hong Kong and Shanghai Banking Corp Ltd, and The Sumitomo Trust & Banking Co Ltd on the financing.

Deacons acted for a subsidiary of Thailand multi-national energy company PTT International in a major international deal to buy up to a US$325 million stake in SBI, a coal subsidiary of Straits Resources Ltd. Shaun McRobert, head of equity & capital markets in Western Australia acted lead partner on the deal, which involved extensive cross-border due diligence, complex joint venture negotiations and a competitive bid structure within a dual level regulatory regime.

DLA Phillips Fox acted for GMO Renewable Resources on the A$172 million acquisition from Gunns’ subsidiary Auspine of approximately 33,000 ha of standing softwood plantations in Victoria and South Australia (the Green Triangle Region).

DLA Piper has advised Daiwa Securities SMBC Principal Investments Co Ltd and Quantum Leaps Corp in the formation of a US$300 million new growth fund aimed at investing in technology oriented companies with high growth potential in Asia. The deal was led by Koji Ishikawa in the firm’s Tokyo office. The firm advised both Daiwa and Quantum on fund formation, fund structure, documentation and regulatory issues.

Drew & Napier LLC acted as counsel to Germanischer Lloyd in the acquisition of International Refinery Services Ltd. The team was led by Petrus Huang, director, Douglas Koh, Dax Lim, Lin Jie and Alex Wang.

Drew & Napier LLC acted as counsel to OSIM International Ltd in respect of the proposed renounceable non-underwritten rights issue of up to 120,408,442 new ordinary shares in the capital of the company. Pursuant to the rights issue, the firm also assisted the company in their adjustment of warrants and the corresponding listing and quotation of additional warrants on the official list of the main board of the Singapore Stock Exchange. The team was led by director Petrus Huang.

Freshfields Bruckhaus Deringer has advised Morgan Stanley on the formation of a securities joint venture combining Morgan Stanley Japan Securities Co Ltd and Mitsubishi UFJ Securities Co Ltd. Mitsubishi UFJ Financial Group Inc will own a 60 percent stake with Morgan Stanley owning a 40 percent stake. The team was led by Tokyo partners James Lawden, Naoki Kinami, James Wood and Junzaburo Kiuchi.

Khaitan & Co advised Novavax as Indian legal counsel in their joint venture with Cadila Pharmaceuticals Ltd. The venture plans to develop, manufacture and market vaccines, pharmaceuticals and diagnostic products in India.

Kim & Chang advised Kim Young-hye, the largest shareholder of First Fire & Marine Insurance Co Ltd, in her sale of 26.4 percent of the shares in the company. The 125.3 billion Korean won deal was led by key partners Young-Man Huh and Woong Park.

Kim & Chang acted as Korean legal counsel to the Korea District Heating Corp in their issuance of global medial term notes in an amount of US$3 billion. Partners Soo-Man Park and Kyu-Sik Kim led the advisory team on the transaction.

Kim & Chang acted as Korean legal counsel to Shinhan Financial Group Co Ltd in their issuance of 78 million new common shares in the amount of 1.31 trillion Korean won. The rights issuance marked the first time such a structure was undertaken by a Korean bank holding company. Young-Man Huh and Myoung-Jae Chung acted as lead partners on the transaction.

Paul, Hastings, Janofsky & Walker has advised CITIC Capital China Real Estate Investment Fund III in its private investment in public entity investment in SRE Group Ltd, a PRC real estate company listed on the Hong Kong Stock Exchange. The advisory team was led by corporate partner Chau Ho.

WongPartnership LLP acted for Straits Asia Resources Ltd in the pre-conditional mandatory cash offer by JP Morgan (SEA) Ltd for and on behalf of Lints Ltd to acquire all the issued ordinary shares in the capital of the client on completion of their acquisition of ordinary shares representing approximately 60 percent for approximately S$880 million. Partners Ng Wai King and Dawn Law led the transaction.

WongPartnership LLP acted for Macquarie Fund Solutions in connection with its application to the Monetary Authority of Singapore for recognition of one of its sub-funds known as the Macquarie Fund Solutions – Macquarie And Rogers™ China Agriculture Fund; and its proposed offering of the fund to the retail public in Singapore. Partner Low Kah Keong led the transaction.

WongPartnership LLP acted for CapitaLand Ltd as the 29.7 percent shareholder of CapitaMall Trust in its 9-for-10 rights issue that will raise S$1.23 billion. CapitaLand has agreed to sub-underwrite up to 60 percent of the 9-for-10 rights issue. Partners Rachel Eng and Chong Hong Chiang led the transaction.

Deals – 9 April 2009

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Ashurst has advised the borrower, Gas Opportunity MV20 BV, and the sponsors, MODEC Inc, Mitsui & Co Ltd and Mitsubishi Corp, in connection with the US$428 million project financing of a floating, production, storage and offloading system to be situated in the Petrobras Urugua/Tambau field offshore Brazil. The team was led by Tokyo managing partner John McClenahan.

Azmi & Associates acted as Malaysian counsel for Ingress Corp Berhad in a joint venture and the associated transactions with Mayur Industries Ltd, for the establishment of a new joint entity in the city of Gurgaon to undertake automotive parts manufacture.

Clifford Chance advised UBS as sole global coordinator and sponsor on the listing of Silver Base Group Holdings Ltd on the main board of the Hong Kong Stock Exchange. The final offer price was HK$3.45, raising gross proceeds of approximately US$133 million. Corporate partner Amy Lo led the advisory team in the transaction.

Freshfields Bruckhaus Deringer advised Atlantis Resources Corp on its fund raising from Statkraft and its existing shareholders. The firm also advised on the company’s strategic collaboration to develop tidal current electricity projects in Europe. The deal was led by partner and head of the firm’s China IP/IT practice, Connie Carnabuci, and corporate partner Stuart Grider.

Gide Loyrette Nouel partner Guillaume Rougier-Brierre led the firm’s team advising Domaines Baron de Rothschild on its investment in China’s wine industry. The team acted as international counsel in all legal aspects of the joint venture.

Gide Loyrette Nouel has advised Veolia Transport China Ltd on a 50-50 partnership with Wharf Transport Investments Ltd to operate Hong Kong Tramways Ltd. The advisory team was led by partner Rebecca Silli.

Gilbert + Tobin has advised Westpac Banking Corp on its $900 million offer of non-innovative tier 1 hybrids in conjunction with the redemption of existing St George Bank hybrids. Partners Janine Ryan and John Williamson-Noble led the transaction.

Harry Elias Partnership successfully acted for a number of minority subsidiary proprietors in their objection to the S$500 million collective sale of Horizon Towers. The landmark decision marks the first time that the Court of Appeal has decided in favour of minority owners in a disputed en bloc sale in Singapore, and sets out the extent of the duties of a sales committee and the responsibility of the Strata Titles Board in a challenged en bloc transaction. Lead counsel in the case were Philip Fong, head of civil & commercial litigation, and partners Harry Elias and KS Rajah.

Lovells advised Dubai Islamic Bank PJSC, Emirates Bank International PJSC, Noor Islamic Bank PJSC, Union National Bank, Mashreqbank psc, Commercial Bank of Dubai, Industrial and Commercial Bank of China Ltd and WestLB AG, London branch on a US$635 million equivalent multicurrency ijara sovereign financing for the Government of Dubai. The Lovells team was led by Rahail Ali, the firm’s head of Islamic finance.

Lovells has advised on the listing of Silver Base Group Holdings Ltd, raising approximately US$133 million. The team advising the client was led by corporate partner Terence Lau.

Maples and Calder acted as the Cayman Islands legal adviser for Shinsei Bank and two subsidiaries in the raising of 48 billion Japanese yen by way of issue of preferred securities.

Watson, Farley and Williams LLP acted for Standard Chartered Bank in relation its role as agent, arranger, security trustee and as one of the lenders in relation to a loan facility to Contender Marine Ltd. The transaction was structured along traditional ship finance lines but contained highly structured terms of security which required the involvement of numerous jurisdictions in relation to in particular, Nigerian and Angolan legal issues. The deal was led by Chris Lowe, partner in the international finance group and head of the Singapore office.

WongPartnership LLP acted for Raffles Education Corp Ltd, through several of its subsidiaries in their acquisition of the entire share capital of Hefei Wanbo Education Management Co Ltd for 208.5 million renminbi. Partner Joseph He led the transaction.

WongPartnership LLP acted for Raffles Education Corp Ltd in the placement of 80 million shares at an issue price of S$0.381 per share. The placement successfully raised gross proceeds of approximately S$30.5 million. Partner Raymond Tong led the transaction.

WongPartnership LLP acted as Singapore legal counsel for The Ascott Residence Trust in the acquisition of the entire issued share capital of The Ascott (Vietnam) Investments Pte Ltd from The Ascott Holdings Ltd and Somerset (Vietnam) Investments Pte Ltd. Partners Quak Fi Ling and Owyong Eu Gene led the transaction.

Deals – 25 June 2009

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Allens Arthur Robinson has advised Aviva plc, one of the world’s largest insurance groups and the largest insurance services provider in the UK, on the sale of Aviva Australia Holdings Ltd to the National Australia Bank (NAB). The transaction, valued at A$825 million (approx US$660.2m), was agreed to on 21 June 2009 and includes the sale of the Australian life insurance operations and wealth management platform, Navigator. Prior to completion, Aviva Australia Holdings will pay a A$40 million (approx US$32m) dividend to its parent. Partner Craig Henderson led the firm’s team alongside partner Robert Simkiss.

Allen & Gledhill LLP has advised the sole bookrunner and placement agent, Credit Suisse (Singapore) Limited, and the co-lead manager and placement agent, Nomura Singapore Limited, in respect of the completed placement of 160 million new shares by Raffles Education Corporation Limited. The placement has raised gross proceeds of S$102.4 million (approx US$70.4m). Partners Tan Tze Gay and Rhys Goh advised on the transaction.

Allen & Gledhill LLP has also advised The Hongkong and Shanghai Banking Corporation Limited as the dealer and the National University of Singapore (NUS) as the issuer of S$250 million (approx US$171.9m) in principal amount of fixed rate notes due 2014 under its S$1 billion Multicurrency MTN Programme. The notes, which mark the first issue of notes by NUS, have received a “Aaa” rating by Moody’s. Partner Margaret Chin led the firm’s advisory team.

Chang, Pistilli & Simmons has advised the Perkins Family on the sale of their shares to Toll Holdings Limited, which has acquired 100 percent of the shares in the Perkins Group Holdings Pty Limited (PGH). PGH is the parent of the Perkins Shipping Group, which is the largest private shipping group in Australia. The firm, led by partner Richard Graham, also advised the family in respect of exiting shareholder arrangements. David Zwi led the team from Thompson Playford Cutlers in advising Perkins Group Holdings whilst the other major shareholder, Investec Wentworth Private Equity Limited, was advised by its in-house team which was assisted by Freehills. Completion of the sale is subject to certain conditions precedent, including Toll obtaining any necessary regulatory approvals.

Cleary Gottlieb has represented the joint lead managers Deutsche Bank, HSBC, and Morgan Stanley in respect of a US$1 billion Rule 144A and Reg S offering by Power Sector Assets and Liabilities Management Company (PSALM), created to privatise the assets of the Philippine National Power Corporation (NPC) and to manage and liquidate NPC’s liabilities. The offering of 7.25 percent notes due 2019, guaranteed by the Republic of the Philippines, marks PSALM’s inaugural offering in the dollar-denominated international capital markets. The closing took place on May 27 with the firm’s team being led by Hong Kong-based partner Clay Johnson and Robert Williams of counsel.

Drew & Napier LLC has advised PetroChina International (Singapore) Pte Ltd (PCIS), a subsidiary of PetroChina Company Limited (PCC), on its 45.5 percent acquisition of Singapore Petroleum Company (SPC), Singapore’s only ‘homegrown’ oil company. Having received regulatory approvals which the deal was conditional upon, PCIS announced yesterday it has now completed its purchase of the stake from a Keppel Corporation subsidiary at S$6.25 (approx US$4.47) per share, and PCC will now make a general offer to acquire the remaining shares in SPC. The transaction, valued at S$1.47 billion (US$1.02 billion), marks the largest public takeover in Singapore since 2001 and possibly the biggest in Singapore corporate history. Directors Sin Boon Ann and Sandy Foo led the firm’s team.

Herbert Smith LLP’s Asian corporate practice has had a busy month, with the firm advising on seven share placements. Hong Kong-based corporate partner John Moore led four of the transactions, which included:
• The firm advising Citi and Goldman Sachs as joint bookrunners on the HK$2.68 billion (US$344 million) placement of 120.29 million existing shares for Li & Fung Limited, a leading sourcing company listed on the Main Board of the Hong Kong Stock Exchange;
• The firm advising Deutsche Bank and UBS as joint bookrunners in connection with the placing of 120 million new shares by Hopson Development Holdings, a major mainland property developer, raising HK$1.68 billion (US$216 million);
• The firm advising the placing agents Goldman Sachs, BNP Paribas and Cazenove Asia (a Standard Chartered group company) in respect of the HK$2.03 billion (US$261 million) top-up placement of 418.6 million shares of Shui On Land, a leading property developer listed on the Main Board of the Hong Kong Stock Exchange, and finally;
• The firm advising Citigroup Global Markets Asia and BOCI Asia as placing agents on the HK$1.587 billion (US$203 million) placement of 460 million shares (including a partial top-up of 230 million shares) of Poly (Hong Kong).

Herbert Smith has also advised Dah Sing Bank on its HK$302.4 million (US$39.2 million) placement and issuance of 54 million shares, led by Greater China managing partner Andrew Tortoishell.

In addition, Herbert Smith has advised sole international bookrunner Goldman Sachs on the sale of 1.25 billion shares of Indonesian coal mining company PT Adaro Energy, by a group of selling shareholders, raising Rp1.5 billion (US$150 million). The transaction was led by Jakarta-based partner Brian Scott and John Moore.

Finally, Herbert Smith has advised HeidelbergCement on the sale of a 14.1% stake in Indonesia-based PT Indocement Tunggal Prakarsa for approximately €200 million (approx US$279.4m), through a private placement run by The Royal Bank of Scotland. Jakarta-based partners David Dawborn and Brian Scott led the local team while John Moore advised on US securities matters. Hiswara Bunjamin & Tandjung (HBT) partner Iril Hiswara led the HBT team.

Mayer Brown JSM and Mayer Brown LLP’s London office of have teamed up to advise Shui On Construction and Materials Limited (SOCAM) on its £250 million (approx US$408.6m) privatisation takeover of China Central Properties (CCP), a property investment company (listed on the AIM market of the London Stock Exchange) which focuses primarily on investing in medium to large partially completed property projects in major and secondary cities in China. SOCAM which is principally engaged in property, cement, construction and venture capital investment, held approximately 43 percent of CCP shares prior to the takeover. Partner Andrew Sharples led the London team from Mayer Brown whilst Jacqueline Chiu led the JSM team

Kim & Chang have represented KDB Turnaround PEF (KDB) in respect of its first-ever investment in which it purchased a total of 316,110 shares (255,110 new shares and 61,000 existing shares) in Sunstar Precision Co Ltd (Sunstar), the world’s number one auto embroidery manufacturer. KDP is a PEF established by the Korea Development Bank to support the restructuring of medium and small-sized enterprises with high technology and potential ability to grow but which are facing temporary financial difficulties. As a result of the transaction, which is valued at approximately KRW 49.5 billion (approx US$38.6m), KDB now hold an 80.13 percent share in Sunstar. The firm’s team was led by M.J. Chung and H.K. Sung.

Mallesons Stephen Jaques has acted for the underwriters, Credit Suisse (Australia) Limited and Deutsche Bank AG, Sydney Branch on a 1-for-2, fully underwritten, accelerated non-renounceable pro-rata entitlement offer of stapled securities in Australian Infrastructure Fund. The offer is expected to raise A$211 million (approx US$168.5m). The firm’s team was led by partner Peter Cook.

Mallesons Stephen Jaques has also advised a key investor with a capital commitment of US$1 billion in respect of the recently launched Primus Financial Holdings Limited, a multi-billion dollar global financial services firm which will encompass insurance, banking, brokerage, advisory and wealth management services, and manage an alternative investments platform that will initially focus on financial assets in the US (including distressed fixed income assets) and private equity in emerging markets. The Mallesons team was led by the managing partner in China, Larry Kwok.

Milbank, Tweed, Hadley & McCloy LLP has represented Lumena Resources Corp, the world’s second-largest producer of thenardite, in its US$149 million initial public offering on the Hong Kong Stock Exchange last week. The successful offering, which included Rule 144A, Regulation S and Hong Kong tranches, reflected the recent recovery of Asian equity markets and is the second-largest IPO on the HKSE this year. The firm also advised Lumena on the restructuring of its US$100 million secured pre-IPO loan with warrants arranged by Credit Suisse. The Milbank team was led by Douglas Tanner, the practice group leader of Milbank’s Global Securities Group in New York, and Anthony Root, managing partner in Beijing and Hong Kong and head of Asia Corporate Practice. Lumena was also advised by Li & Partners as to Hong Kong law, Grandall Legal Group (Shanghai) as to PRC law and Appleby as to Cayman/BVI law. The joint global coordinators of the offering – Credit Suisse, BOC International and Macquarie Capital – were advised by Shearman & Sterling LLP as to US law, Mallesons Stephen Jaques as to Hong Kong law and Jun He Law Offices as to PRC law.

Paul, Weiss, Rifkind, Wharton & Garrison has represented global alternative asset manager Kohlberg Kravis Roberts & Co LP (KKR) in respect of its series of investments in Ma Anshan Modern Farming Co Ltd (Modern Dairy), a leading dairy farming company headquartered in China. Modern Dairy intends to use the investment to construct another 20 to 30 large scale farms in China as well as to pursue acquisitions over the next few years, in order to capitalise on the industry’s growth. Capital investments in large scale farms like Modern Dairy are expected to help the overall dairy industry in China address many of the challenges it faces including product safety, milk quality, operational efficiency, disease control and environmental protection. Corporate partner Jack Lange and tax partner Jeffrey Samuels were involved in advising on the investment.

Skadden, Arps, Slate, Meagher & Flom has advised Bain Capital (Bain), a global private investment firm, on its proposed investment of up to US$432 million in Gome Electrical Appliances Holding Limited, a leading retailer of electrical appliances and consumer products in China. The investment will take the form of a subscription by Bain of RMB 1.59 billion (approx US$233m) 7 year US dollar settled convertible bonds with a 5 percent coupon, and an additional US$199 million Open Offer to be launched by Gome and fully underwritten by Bain. The firm’s team was led by partner Nicholas Norris.

Stamford Law Corporation has advised Yanlord Land Group Limited on its concurrent placement of 120 million ordinary shares at S$2.08 (approx US$1.40) per share, and the issue of S$275 million (approx US$188.7m) convertible bonds due 2014. There is an option to issue further convertible bonds valued at S$100 million, which will bring the total amount raised from the combined offering to more than S$600 million. The transaction is the largest dual offering of equity and convertible bonds in Singapore this year. JP Morgan (SEA) Limited and ABN AMRO Bank NV, Singapore Branch acted as joint placement agents for the placement and joint lead managers for the convertible bond offering. Directors Ng Joo Khin and Soh Chun Bin led the firm’s team

WongPartnership LLP has acted for Christie’s in the review and advice on service agreements and related documentation in respect of a high value collectibles storage facility between Christie’s Fine Art Storage Services Pte Ltd and The Singapore Freeport Pte Ltd. Partner Carol Anne Tan led the transaction.

Deals – 2 July 2009

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Allen & Gledhill LLP has advised FCT MTN Pte Ltd (FCT) in respect of its inaugural issuance of S$75 million (approx US$51.7m) fixed rate notes due 2012 under its S$500 million multicurrency medium term note programme. The programme and the notes have received a BBB rating from Standard & Poor’s. HSBC Institutional Trust Services (Singapore) Limited, as trustee of Frasers Centrepoint Trust, has unconditionally and irrevocably guaranteed the payment obligations of FCT in respect of the Series 001 Notes, whilst DBS Bank Ltd and Oversea-Chinese Banking Corporation Limited have acted as joint lead managers for the issue. Partner Au Huey Ling led the firm’s advisory team.

Allens Arthur Robinson is acting for the Victorian Government’s Department of Transport in respect of its worldwide tender for the operation of Melbourne’s train and tram networks, known as the Metropolitan Rail (Train and Tram) Franchising Project. The Victorian Government has announced that the MTM and KDR consortia had been chosen as the preferred tenderers to operate Melbourne’s train and tram networks, respectively. The firm’s team has been led by partner Paul Kenny, with partners David McLeish and Ted Hill also involved in advising on the tender.

AZB & Partners has had a busy month. The firm has represented Mantri Developers Private Limited in respect of an agreement signed with the Hilton group on 23 June 2009 to establish “Conrad Bangalore”, the first Conrad-branded luxury hotel in India. Partner Sai Krishna Bharathan led the firm’s team in advising the developer, whilst the Hilton group was advised by its in-house team.

AZB & Partners has also advised Bacardi Martini BV (Netherlands) in connection with its acquisition of 26 percent of the share capital of Bacardi Martini India Limited from Gemini Distillery Private Limited (India) (Gemini). The deal, closed on 15 June 2009, is valued at approximately INR 50 Crores (approx US$10.4m). Hardeep Sachdeva led the firm’s advisory team, whilst Khaitan & Co advised Gemini.

Additionally, AZB & Partners has represented listed Indian company Max India Limited in respect of its allotment of equity shares to IFC Washington. The allotment was valued at an aggregate consideration of INR 150 Crores (approx US$31.3m). Partner Anil Kasturi was involved whilst Amarchand & Mangaldas & Suresh A. Shroff & Co acted for IFC.

Furthermore, AZB & Partners has acted as transaction counsel for HDFC Asset Management Company Limited (HDFC) and Total Environment Building Systems Private Limited (TEBS) in relation to the subscription of optionally convertible debentures by HDFC of TEBS, for funding an identified project by TEBS in Bangalore. Partner Sai Krishna Bharathan led the firm’s team in advising on the transaction, which is valued at INR 130 billion (approx US$2.7b).

Finally, AZB & Partners has advised the International Finance Corporation (IFC) and The Bank Of Tokyo-Mitsubishi UFJ (BTMU) in relation to their short-term foreign currency financing of Export-Import Bank of India (EXIM). The financing, valued at US$30 million each, is to be used for trade financing by EXIM in the form of pre-shipment and post-shipment financing mainly to private sector small and medium enterprises in India. Partner Gautam Saha led the firm’s advisory team whilst EXIM was advised by its in-house team.

Baker & McKenzie has acted for Pacific Andes International Holdings Limited (PAIH), a leading international frozen seafood supplier, in connection with its rights issue in Hong Kong to raise approximately HK$566.4 million (approx US$73m). PAIH’s Singapore-listed subsidiary, Pacific Andes (Holdings) Limited (PAH), has also simultaneously launched its rights issue in Singapore to raise approximately S$208.7 million (approx US$144.2m). It is intended that funds from the combined rights issue will be used to enlarge the capital base and to pursue opportunities for the expansion and development of the group.

Clifford Chance has advised Dragon Aviation Leasing (Dragon) on the financing and delivery of the first A320 aircraft produced at Airbus’ new assembly facility in Tianjin, China, marking the first time an Airbus aircraft has been assembled outside of Europe. The aircraft, which was delivered on 23 June 2009, was immediately leased to regional Chinese air carrier Sichuan Airlines Co Ltd. Run Ming Law Office has acted as the primary counsel for The Export-Import Bank of China (C-EXIM), which provided a US$230 million term loan facility to Dragon in respect of its purchase of this and five other China-assembled Airbus 320 aircrafts. Simon Briscoe, Singapore-based head of Clifford Chance’s Asian asset finance group, led the firm’s team advising Dragon, whilst Beijing-based senior partner Liu Yi led the Run Ming team. In addition, Richards Butler acted as English counsel and Matheson Ormsby Prentice acted as Irish counsel to C-EXIM.

Clifford Chance has also advised Export Import Bank of the United States and Export Development Canada in connection with their agreement to loan US$1.09 billion to Saudi Electricity Company. The loan will assist to finance the purchase of power generation units from the United States which will reportedly boost power generation capacity in Riyadh and some areas in the eastern part of the country by about 2,900 megawatts. The Clifford Chance team was led by partner Lori Bean and involved partner Colleen Grygier in Washington and partner Mohamed Hamra-Krouha who is currently on secondment to Al-Jadaan. The team was further supported by Al-Jadaan & Partners in Riyadh, including Abdulaziz Al-Abduljabbar.

Davis Polk & Wardwell LLP has advised one of the world’s largest financial institutions in terms of assets, Sumitomo Mitsui Financial Group Inc, in connection with its global offering on 15 June 2009 of ¥863 billion (approx US$9.1b) in common stock, which marks the largest common stock offering ever by a Japanese financial institution. The joint global coordinators of the offering, which was split into an international tranche placed under Rule 144A and Regulation S and a Japanese domestic tranche, were Goldman Sachs International and Daiwa Securities SMBC Europe Limited. Partner Theodore A. Paradise advised on the offering in conjunction with partner John D. Paton of the London office, who provided tax advice.

Fried, Frank, Harris, Shriver & Jacobson LLP has represented Merrill Lynch in relation to the global offering by 361 Degrees International Limited, a leading domestic sportswear manufacturer in China, of ordinary shares for aggregate proceeds of approximately US$232 million and the related listing of such shares on the Hong Kong Stock Exchange. The offering consisted of a Hong Kong public offering and a concurrent 144A/Reg S placement. The firm’s team was led by corporate partners Victoria Lloyd and Joshua Wechsler.

Hogan & Hartson LLP has represented Duoyuan Global Water Inc, one of China’s leading water treatment equipment manufacturers, in its US$88 million initial public offering of American Depositary Shares on the New York Stock Exchange. Piper Jaffray & Co was the sole book-running manager for the offering and the representative of the underwriters, which also included Oppenheimer & Co Inc and Janney Montgomery Scott LLC. With trading commencing on 24 June, the offering represents one of only three United States initial public offerings by a Chinese company in 2009 to date. The firm’s team was led by Hong Kong partner Man Chiu Lee and Shanghai-based partner Arthur Mok.

Jones Day Singapore has advised Indonesian national oil company PT Pertamina (Persero) and its subsidiary PT Pertamina Hulu Energi in respect of the acquisition of BP West Java Limited (BPWJ). The transaction, which was closed on June 30, is valued at US$280 million. BPWJ holds a 46 percent participating interest in, and is the operator of, the Offshore North West Java production sharing contract, which supplies gas for power generation, and industrial, commercial and residential consumption in the greater Jakarta area. The firm’s team, which was led by energy partner Michael Arruda, was assisted by Wiriadinata & Saleh in Jakarta. Herbert Smith represented the seller, Arco Exploration Inc.

Kim & Chang has advised eBay KTA (UK) Ltd (eBay KTA), a wholly-owned subsidiary of eBay Inc, in respect of its acquisition of Gmarket Inc, a NASDAQ-listed leading retail e-commerce marketplace based in Seoul, Korea. The acquisition, completed on 17 June 2009, is valued at US$1.21 billion and signals one of the largest cross-border tender offers for shares in a Korean company based on an innovative structure to ensure compliance with US and Korean securities and tax regulations. D.S. Choi and T.H. Park led the firm’s team, whilst eBay KTA also received advice on the deal from Palo Alto-based law firm Cooley Godward Kronish LLP.

Kim & Chang has also represented BNP Paribas Assurance (BNP), the insurance arm of BNP Paribas SA of France, in relation to the acquisition of a controlling equity stake in Korean company SH&C Life Insurance Co Ltd (SH&C) from Shinhan Financial Group (SFG). The closing of the transaction on 26 June 2009 has resulted in BNP now holding an 85 percent plus one share stake in SH&C, with SFG holding the remaining stake minus one share. The firm’s team was led by partner Woong Park.

Mallesons Stephen Jaques has advised Brookfield Multiplex on the first secured retail bond IPO by an Australian company this year. The company is hoping to raise A$57 million (approx US$45.7m) via the “Brookfield Secured Bonds Series A”, which are limited recourse debentures attracting a fixed rate of interest. The bonds are secured by a first-ranking mortgage on a Sydney property, in which Brookfield Multiplex holds a 50 per cent interest. The lead partners to the transaction are Ian Edmonds-Wilson and David Eliakim.

Stamford Law has advised Transpac Industrial Holdings Limited, a SGX Mainboard-listed investment company, in respect of its issuance of renounceable non-underwritten rights cum warrants of more than 29 million new shares, with over 58 million free detachable warrants being concurrently issued on the basis of two warrants given with every one rights share subscribed for. The issuance has led to gross proceeds of approximately S$29.3 million (approx US$20.2m). Should all the warrants be exercised, there will be further gross proceeds amounting to approximately S$58.7 million (approx US$40.5m). Director Bernard Lui led the transaction.

Stamford Law has also advised SGX Catalist-listed company Sapphire Corporation Limited (Sapphire) in respect of its 39.8 percent equity interest acquisition in Neijiang Chuanwei Special Steel Co Ltd (NCSS), a Sino-foreign joint venture in the PRC engaged in the business of hot rolled coil production. As a result of the transaction, which is valued at S$54.91 million (approx US$37.9m), NCSS has become a 51 percent subsidiary of Sapphire. The transaction, led by director Soh Chun Bin, was approved under the recently revised rules in Chapter 10 (Acquisitions and Realisations) of the SGX-ST Listing Manual.

Slaughter and May has advised Fubon Bank (Hong Kong) Limited, the Hong Kong-listed subsidiary of leading Taiwan-based financial services group Fubon Financial Holding Co Ltd, on the updating of its US$1 billion Euro Medium Term Note Programme. The update was signed on 19 June 2009 with the listing of the Programme effective as of that same date. Notes issued under the Programme may be listed on the Hong Kong Stock Exchange. Partner Laurence Rudge led the firm’s team in advising on the update.

Vinson & Elkins has represented Sinopec International Petroleum Exploration and Production Corporation in its acquisition of Addax Petroleum Corporation. Partners Paul Deemer and David Blumental from the firm’s Energy Transactions and M&A practices led the transaction.

Deals – 9 July 2009

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Allen & Gledhill LLP has advised Flextronics International Ltd (Flextronics) in respect of its completed tender offer, which consisted of purchasing for cash up to an aggregate of US$100 million in principal amount of its US$400 million 6.5 percent senior subordinated notes due 2013, and up to an aggregate of US$100 million in principal amount of its US$500 million 6.25 per cent senior subordinated notes due 2014. Under the offer, Flextronics also solicited consent from the holders of the aforementioned notes to certain proposed amendments to the indentures relating to the notes. Partners Au Huey Ling and Sunit Chhabra led the advisory team.

Allen & Gledhill LLP has also advised the joint placement agents and the joint lead managers JP Morgan (SEA) Limited and ABN AMRO Bank NV, Singapore branch, in respect of the launch by Yanlord Land Group Limited (Yanlord) of a concurrent placement of 110 million new shares and up to S$375 million (approx US$256.5m) convertible bonds, and the sale by Yanlord Holdings Pte Ltd, a substantial shareholder of Yanlord, of 10 million ordinary shares. The placement of the new shares and sale of the ordinary shares were completed on 23 June 2009 and raised gross proceeds of S$249.6 million (approx US$170.7m). The largest dual offering of equity and convertible bonds in Singapore this year, the combined proceeds are anticipated to reach S$624.6 million (approx US$427.2m). Partners Tan Tze Gay and Rhys Goh led the firm’s team.

Offshore firm Appleby has acted as Bermuda counsel for Bain Capital (Bain) in respect of its investment in GOME Electrical Appliances Holding Limited, the leading retailer of household appliances and consumer electronics products in China. In addition to Bain’s investment, which was by way of subscription of convertible bonds with an aggregate principal amount of US$233 million, it has also underwritten GOME’s open offer to raise an additional US$198.31 million and will nominate three non-executive directors to GOME’s 11-member board. After trading of GOME shares on the Hong Kong Stock Exchange resumed on 23 June 2009 (having been suspended for almost seven months) and following the announcement of this deal, the share price of GOME rose by 70 percent. Corporate partner Judy Lee led the firm’s team.

AZB & Partners has had a busy month advising the International Finance Corporation (IFC) in respect of three separate financings, with partner Gautam Saha leading the firm’s advisory teams on each occasion. Firstly, the firm has advised the IFC in respect of its of its ECB financing in the amount of US$15 million to Dishman Pharmaceuticals and Chemicals Limited. The sum is to be used, amongst other things, to finance the construction of a high potency, active pharmaceutical ingredient manufacturing facility in India and to invest in the construction of a greenfield active pharmaceutical ingredient manufacturing plant in China. Secondly, the firm also advised the IFC in connection with its US$15 million ECB financing to WaterHealth India Private Limited, which will be used to set-up water centres across villages in India to supply portable water to village residents. Thirdly, the firm has advised the IFC in relation to its foreign currency financing, in an aggregate amount of US$50 million, of Indian publically listed company Apollo Hospitals Enterprise Limited (AHEL). The financing, split between ECBs valued at US$35 million and US$15 million in the form of FCCB’s, will be used to fund hospital expansion projects and establish Apollo Reach Hospitals in Tier II cities.

Baker & McKenzie.Wong & Leow has advised one of the largest privately held conglomerates in Hong Kong, the Nan Fung Group (NFG), in respect of its investment in Singapore’s South Beach Project (the Project). Construction of the development, which is to be located opposite the iconic Raffles Hotel in Singapore and which will comprise offices, luxury hotels, retail spaces and residences, is due to start in 2010 and be completed by 2016. NFG provided mezzanine financing for the Project through subscribing for S$205 million (approx US$140.4m) five year secured convertible notes. Angela Lim led the legal team advising NGF.

Baker & McKenzie has advised the Gandel Group in its A$75m (approx US$58.9m) cornerstone investment in the Charter Hall Group. Partner Craig Andrade led the firm’s team in advising on the investment which comprised of three elements: a subscription for A$30 million of securities in the Group under a placement and underwriting of an entitlement offer; an acquisition of up to A$30 million of securities in the Group’s wholesale Core Plus Office Fund; and a subscription for up to A$15 million of securities in the Group’s wholesale Special Situations Fund. Partners Mark McNamara, Lewis Apostolou, David Jones and Costa Koutsis were also involved.

Clifford Chance has advised Tourism Development & Investment Company PJSC (TDIC) in relation to its Global Medium Term Note Programme, established on 24th June 2009, which will enable TDIC to raise finance to fund general corporate activities. The inaugural issuance of Notes, admitted to trading on the London Stock Exchange, took place on 2nd July by way of a 5-year Note with an aggregate principal amount of USD$1 billion. BNP Paribas, Citigroup Global Markets Limited, HSBC Bank plc and Standard Chartered Bank acted as arrangers and dealers of the programme, in addition to fellow dealers Abu Dhabi Commercial Bank PJSC and National Bank of Abu Dhabi PJSC. With support and assistance from the GSSC unit in Delhi, the firm’s UAE offices were led by partner Debashis Dey whilst the firm’s US team was led by partner Michael Dakin. The arrangers and dealers were represented by Linklaters and Maples & Calder represented the newly established Cayman Islands issuer and subsidiary of TDIC.

Debevoise & Plimpton LLP has advised The Carlyle Group, one of the world’s largest private equity firms with more than US$84.5 billion under management, in closing its fourth Asian growth capital fund, Carlyle Asia Growth Partners IV. The sector-agnostic fund has grown to become one of the largest growth capital platforms in Asia, investing in high growth private companies with strong local management and leading market positions in China, India, Korea and other key Asian markets. The firm’s team was led by partners Erica Berthou and Peter Schuur.

DLA Philips Fox has advised Mega Uranium Ltd on its sale of 35 percent of the Lake Maitland uranium resource (the Project) to the Japan Australia Uranium Resources Development Co Ltd (JAURD), a Japanese company mandated to acquire uranium resources in Australia, and to ITOCHU Corporation (ITOCHU), one of the world’s largest uranium trading houses. The buyers now hold 90 percent and 10 percent of the stake sold respectively. Mega, JAURD and ITOCHU have also entered into a joint venture in relation to the Project. The proceeds raised from the sale, valued at US$49 million, and the joint venture will allow the Project to advance to the production stage of an estimated 23.7 million pounds of uranium. Perth-based partner Richard Homsany led the firm’s team in negotiating the agreement, with negotiations taking place in Australia and Japan due to the localities of the parties involved.

Hebert Smith LLP, together with associated Indonesian firm Hiswara Bunjamin & Tandjung (HBT), has advised BP on the sale of its wholly-owned subsidiary, BP West Java Limited (BPWJ), to Indonesian state-owned oil and gas company PT Pertamina. BPWJ holds a 46 percent participating interest in, and is the operator of, the Offshore North West Java production sharing contract, which supplies gas for power generation and industrial, commercial and residential consumption in the greater Jakarta area. The sale was valued at US$280 million. Supported by Paul Griffin from London, the firm’s team was led by Richard Nelson (Singapore) and David Dawborn (Indonesia), with HBT energy partner Mira Fadhya also involved. Jones Day acted as international counsel to Pertamina whilst Wiriandata & Saleh advised the buyer as to Indonesian law.

Herbert Smith LLP has also advised herbal shampoo maker BaWang International (Group) Holding Limited (BaWang) on its HK$1.67 billion (US$215 million) Hong Kong IPO and Rule 144A / Reg S global offering. Listed on 3 July 2009, the IPO consisted of an aggregate of 700 million offer shares and as a result of strong demand and first day trading performance, the underwriters exercised the greenshoe at the end of first day trading, bringing total proceeds to US$247 million. Based in Southern China, BaWang expects to use proceeds for brand promotion, research and development, and business expansion in the region. Led by partners John Moore, Kevin Roy and Gary Lock, the firm advised BaWang on Hong Kong and US law, whilst King & Wood acted as BaWang’s PRC counsel. Led by Beijing-based managing partner Chris Wong and US (Hong Kong-based) partner Calvin Lai, Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel to the joint bookrunners, joint lead managers and joint sponsors HSBC and Morgan Stanley (Asia), with Commerce & Finance Law Offices advising on PRC matters.

Latham & Watkins has represented sole bookrunner DSP-Merrill Lynch Limited in respect of the QIP equity share issue by Indian sugar manufacturer Shree Renuka Sugars Ltd (Shree). As a result of the issuance, in which shares were priced at INR 137, Shree has raised the equivalent of US$105 million. London-based partner Christopher McFadzean led the firm’s team, together with Singapore partners Rajiv Gupta and Michael Sturrock.

Mallesons Stephen Jaques has acted as Australian counsel to James Hardie Industries SE (James Hardie) in respect of the company’s move to domicile in Ireland. Development of the transaction structure required assessment of the current limitations on James Hardie as a Dutch public company, and the methods available for changing its corporate domicile and their feasibility under Australian, Dutch and US laws. James Hardie will be the first Societas Europaea (SE) to be listed on the Australian Stock Exchange, and in advising on the transaction, key partners Tim Blue, Yuen-Yee Cho and Greg Hammond had to take into account the suitability of an Irish SE as holding company of a major global building products group with operations primarily in North America and Asia Pacific, and with securities traded on both ASX and NYSE.

Melli Darsa & Co has advised PT Multimedia Nusantara, a wholly owned subsidiary of PT Telekomunikasi Indonesia Tbk (TELKOM), in respect of its acquisition from PT Elnusa Tbk of 49 percent of the total issued shares in PT Infomedia Nusantara (Infomedia), a leading provider in the telecommunication and information services industry in Indonesia. TELKOM holds 51 percent of shares in Infomedia and the acquisition was carried out as part of its exercising its right of first refusal over the shares in Infomedia. The transaction was completed at the end of June 2009. Partner Sugianto Osman led the firm’s team.

Melli Darsa & Co has also advised PT Indika Energy Tbk in respect of its acquisition of 81.95 percent of shares in PT Petrosea Tbk (PT), owned by Clough International Singapore Pte Ltd, a wholly owned subsidiary of the publically listed, Australian-based engineering, construction and asset support contractor Clough Limited. In advising on the transaction, which was completed on 6 July 2009, the firm’s team was led by partners Melli Darsa and David Siahaan.

O’Melveny & Myers LLP has represented the sole bookrunning manager Piper Jaffray & Co in respect of the US initial public offering of Duoyuan Global Water Inc (Duoyuan), the Beijing-based leading domestic water treatment equipment supplier. Oppenheimer & Co Inc and Janney Montgomery Scott LLC were the co-managers of the offering which, valued at US$101.2 million, consisted of more than 6 million American Depositary Shares (ADS) at US$16 per share and an over-allotment option which was exercised in full. The firm’s team was led by Shanghai partner Kurt Berney.

O’Melveny & Myers LLP has also represented joint bookrunners Credit Suisse and Citigroup in connection with the US$73 million initial public offering of Chemspec International Limited (Chemspec), a leading China-based contract manufacturer of highly engineered specialty chemicals and the largest manufacturer by sales of fluorinated specialty chemicals in China. Oppenheimer & Co Inc and Piper Jaffray & Co were the underwriters of the offering, under which Chemspec offered more than 8 million ADS and the selling shareholders offered over 1.75 million shares. Under of the terms of the offering, the underwriters have a 30-day option to purchase additional ADS to cover over-allotments. The firm’s team was led by Shanghai partner Portia Ku.

Orrick Herrington & Sutcliffe LLP has represented the fastest-growing Chinese sportswear company, 361 Degrees International Ltd (361° ), in connection with its HK$1.8 billion (US$233 million) listing on the Main Board of Hong Kong’s Stock Exchange. The global initial public offering, including a U.S. Rule 144A placement, represents the second-largest Hong Kong IPO this year. 361°’s products are currently sold in more than 5,900 authorised retail outlets across China, Partners Edwin Luk and David Cho led the firm’s team in advising the company.

Stamford Law has advised GMR Infrastructure (Singapore) Private Limited (GMR), a Singapore subsidiary of GMR International, in relation to its acquisition of international power producer InterGen NV’s entire shareholding in Island Power Intermediary Pte Ltd (Island Power), a Singapore-based private electric power utility. Prior to the acquisition, which is valued at US$10 million and marks GMR’s direct entry into the Singapore energy market, the company was an indirect shareholder in Island Power through its 50 percent stake in InterGen NV. Directors Susan Kong and Marilyn Goh advised on the transaction.

Watson, Farley & Williams LLP has acted for Capital Intermodal Limited and its associated companies (the Capital Group) in the sale and transfer of the management rights of Capital Group’s 156,000 twenty-foot equivalent unit of container fleet to Textainer Group Holdings Limited (Textainer). Multiple jurisdictions including Hong Kong, the PRC, Germany, USA, Bermuda, Singapore, Netherlands and England were involved in the transaction which took effect on 1 July 2009. Partner Madeline Leong led the firm’s advisory team, with the Capital Group also receiving advice from the Shipping & Intermodal Investment Management team of DVB Bank’s Investment Management division.

Weil, Gotshal & Manges LLP has represented Massachusetts Mutual Life Insurance Company (MassMutual) in relation to its strategic collaboration with State Grid Corporation of China (State Grid) to jointly develop the life insurance business in China through Yingda Taihe Life Insurance Company (Yingda), a life insurance subsidiary of State Grid that was established in June 2007. Under the terms of the agreement, MassMutual will acquire a 19.9 percent equity stake in Yingda whilst State Grid and other shareholders will hold the remaining equity stake. The transaction was approved by the China Insurance Regulatory Commission on 27 May 2009. The firm’s team was led by Akiko Mikumo, the firm’s managing partner for Asia.

WongPartnership LLP has advised the standby purchasers Tecity Pte Ltd and Aberdeen Asset Management Asia Limited in respect of the renounceable underwritten rights issue of approximately S$158.43 million (approx US$108.5m) in aggregate principal amount of 2.5 percent convertible bonds due 2014. The manager and underwriter for the rights issue is Oversea-Chinese Banking Corporation Limited. Partners Ng Wai King, Long Chee Shan and Pong Chen Yih led the transaction.

WongPartnership LLP has also acted for Hua Sheng Holdings Pte Ltd, an indirect wholly-owned subsidiary of CapitaLand Limited, in its acquisition from HPL Properties (North Asia) Pte Ltd of a 17 percent beneficial interest in the registered capital of Shanghai Ning Xin Real Estate Development Co Ltd. Partner Quak Fi Ling led the transaction.

Additionally, WongPartnership LLP has advised Raffles Education Corporation Limited in relation to its completed placement of 160 million new shares. The placement raised gross proceeds of S$102.4 million (approx US$70.4million). Partners Raymond TONG and Karen YEOH led the transaction.

Deals – 16 July 2009

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Allens Arthur Robinson has advised fully integrated real estate company Investa Property Group (Investa) on the sale of the largest development site in Sydney, Kindersley House, to EnergyAustralia (EA), one of Australia’s largest energy suppliers. The sale, valued at approximately A$75 million (approx US$59.8m), will assist EA in building a substation as part of its A$800 million (approx US$638m) City Grid project and building several substations throughout the CBD. Investa has retained the right to build a 21,000 square-metre office tower in the airspace above the substation. Partner Mark Stubbings worked on the transaction. Blake Dawson acted for EnergyAustralia.

Azmi & Associates has acted as Malaysian counsel to Nautilus Maritime Services J/S Company, a major Vietnamese company providing offshore marine services to the oil and gas industry in South East Asia, in respect of its agreement to purchase a newly built vessel from a Malaysian company. The vessel, which had originally been registered by another Malaysian company with the Malaysian Marine Authorities, was at the time of the sale being built in Jiangsu, China. Completion of the agreement was effected by payment of US$15 million to the seller in Malaysia, with simultaneous delivery of the vessel to the buyer in China.

Clifford Chance has advised the joint lead managers HSBC and CITIC Securities Corporate Finance (HK) Limited in connection with the issue by HSBC Bank (China) of the first RMB bond in Hong Kong by a foreign bank’s China subsidiary. HSBC and Bank of East Asia received permission from China’s State Council in May 2009 to issue RMB bonds in Hong Kong through their Mainland subsidiaries. The transaction involved RMB1 billion (HK$1.13 billion) of RMB-denominated bonds issued in Hong Kong. Settled by the Central Moneymarkets Unit Service, the floating rate notes are due 2011 and were issued to institutional investors on a Reg S basis. The firm’s team was led by Hong Kong-based Connie Heng.

Harneys has advised CLP Power Hong Kong Financing Limited (CLP), a British Virgin Islands Company, on the increase of its medium term note programme from US$1.5 billion to US$2.5 billion, and the annual update of the programme for the issue of notes unconditionally and irrevocably guaranteed by CLP Power Hong Kong (CLP Power), which is one of two electricity providers in Hong Kong. The firm’s London-based associate Indira Birkwood advised CLP and CLP Power on the deal, which closed on 2 July 2009, through Allen & Overy’s Hong Kong office, whilst Linklaters acted for the Dealers and the Trustee.

Jones Day has advised clean energy company Amber Energy Limited (Amber) in respect of its public offering and share placing on the main board of the Hong Kong Exchange. DLA Piper acted as legal counsel to Piper Jaffray Asia Securities Limited, the sole bookrunner, sponsor and lead manager to the offering and placement. Amber’s offer of a total of 100 million shares at HK$1.66 (approx US$0.21) per share was 1,247 times over-subscribed, with the IPO receiving total application money exceeding HK$17 billion (approx US$2.19b), making it the fourth-largest over-subscribed IPO in the history of the Hong Kong Stock Exchange. The initiation of a claw-back mechanism increased the number of shares available for public offer to 50 million. The Jones Day team was lead by Hong Kong-based partner Barbara Mok and Shanghai-based partner Z. Alex Zhang, whilst the DLA Piper team was lead by Dr Liu Wei and Esther Leung.

Kim & Chang has acted as counsel to the purchasers – DIP Holdings Co Ltd (DIP), a wholly-owned subsidiary of Doosan Corporation, and Odin Holdings Inc (Odin), an investment vehicle jointly owned by Mirea Asset PEF and IMM PEF – in respect of their purchase of a 10.07 percent stake each in Korea Aerospace Industries Ltd (KAI) from Doosan Infracore Co Ltd. The sale of the shares in KAI, one of major players in the Korean defense material industry, was closed on 26 June 2009 and was valued at a total purchase price of KRW 190 billion (approx US$148.7m). The firm’s team was led by key partners S.Y. Park, S.J. Yoon and J.H. Cheong.

Following on from that transaction, Kim & Chang also represented the consortium of purchasers – DIP, Mirea Asset PEF and IMM PEF – in connection with the sale by Doosan Infracore Co Ltd of Doosan DST Co Ltd, a leading defense company in Korea which manufactures armored vehicles and guided-missile systems. The deal, also completed on 26 June 2009, was valued at KRW 440 billion (approx US$344.3m). Partners S.Y. Park, S.J. Yoon and J.H. Cheong were again involved in advising on the deal.

Latham & Watkins has represented London-listed mining and metals group Vedanta Resources plc which has, through its wholly-owned subsidiary Vedanta Resources Jersey Limited, undertaken a US$1.25 billion convertible bond offering on the London Stock Exchange. Due 2016, the bonds are convertible into ordinary shares of Vedanta at a conversion price of US$36.48 and have a coupon of 5.5 percent payable semi-annually. Singapore partners Michael Sturrock and Rajiv Gupta and London-based partner Christopher McFadzean worked on the transaction, with tax advice provided by London partner Sean Finn.

Latham & Watkins has also represented Pypo Digital Company Limited, a leading distributor of Samsung mobile phones in the PRC, in respect of its acquisition by Middle Kingdom Alliance Corp (Middle Kingdom), a Delaware-incorporated special purpose acquisition company formed for the purpose of effecting a business combination with an enterprise having its primary operations in the PRC. Under the terms of the transaction, which closed on 9 July 2009, Middle Kingdom re-domiciled from Delaware to the Cayman Islands and changed its name to Pypo China Holdings Limited. Hong Kong-based corporate partner David Zhang and Los Angeles-based partners Rob O’Shea and Allen Wang led the firm’s advisory team.

Lovells has advised EDF on its sale of ¥110.4 billion (approx US$1.18b) of Samurai bonds, which were purchased by institutional investors including life insurance companies and banks. The issuance of the yen-denominated bonds, which took place on Friday 3 July 2009 in Japan by foreign borrowers, marks the first placement by a corporate issuer in Japan since the beginning of the global crisis. The offer also follows a successful bond issue by EDF to French retail investors last month. The firm’s Capital Markets global head, Sharon Lewis, led the advisory team to EDF. Tokyo-based partner Philip Hyde also worked on the transaction with Hironori Shibata and Chihiro Ota of local firm Anderson Mori and Tomotsune. Shimazaki International Law Office acted as counsel to Mitsubishi UFJ Securities Co Ltd, the Lead Manager to the transaction.

Luthra & Luthra has advised ONGC Petro-additions Limited, a special purpose vehicle promoted by ONGC, in respect of the syndicated term loan financing of US$1.5 billion for its 1.1 Million Metric Ton Per Annum greenfield Petrochemical Complex project at Dahej SEZ in Gujarat.

Luthra & Luthra has also represented GVK Infrastructure Limited (GVK) and advised the placement agents – JP Morgan, Macquarie, IDFC-SSKI and Kotak – in respect of the closing of GVK’s Qualified Institutional Placement, valued at US$153 million.

Finally, Luthra & Luthra has recently closed a transaction involving the offering of certain equity shares of United Spirits held by a Trust, by way of one or more transactions in the open market as per the ‘screen-based’ trading platform on the Stock Exchanges. The transaction was valued at USD$250 million.

Mallesons Stephen Jaques has acted for Wyllie Group Pty Limited in connection with the purchase by Wyllie Developments from its equal joint venture partner, Charter Hall’s Diversified Property Fund, of its share in the Abbotsford Foster’s Property Trust. The purchase involved a portfolio of seven high-value commercial premises in Melbourne with long term leases to the Fosters Group. Perth-based partner Larry Iffla from the firm’s property group worked on the transaction, which included advising on the Unit Sale Agreement signed between the parties and ensuring completion of the deal.

Milbank, Tweed, Hadley & McCloy LLP has advised joint Japanese sponsors Sumitomo Corporation and Kyushu Electric Power Company (the sponsors) on financing relating to a proposed 12,000 square metre, 50 MW wind farm in China’s Inner Mongolia Autonomous Region. The multi-tranche financing, made up of an RMB 164 million (US$24m) facility from Asian Development Bank (ADB) and an RMB 170 million (US$24.9m) facility from the Industrial and Commercial Bank of China (ICBC), has been provided to a joint venture between the Japanese sponsors and China’s Datang Corporation. The farm is expected to provide electricity to the national grid, while reducing carbon dioxide emissions by a projected 140,000 tons per year. The firm’s Beijing-based senior projects attorney Jeff Layman worked on the deal whilst Runming Law Firm acted as PRC counsel to the sponsors. Other firms were also involved in advising various parties to the transaction including Norton Rose and Capital Associates (both acting as representatives of ADB), and Simmons & Simmons, Atsumi & Partners and Momo-o, Matsuo & Namba.

Paul, Hastings, Janofsky & Walker has recently advised clients in respect of three top-up placement transactions in Hong Kong. Capital markets partner Sammy Li and US capital markets partners Neil Torpey and David Grimm led the firm’s teams in advising on the transactions, which were as follows:
• Firstly, the firm advised Poly (Hong Kong) Investments Limited, a PRC real estate developer listed on the Hong Kong Stock Exchange, on its HK$794 million (approximately US$102 million) top-up placement. Citigroup Global Markets Asia Limited and BOCI Asia Limited were the joint book runners to the placement.
• Secondly, the firm represented Greater China watch retailer and distributor Xinyu Hengdeli Holdings Limited, which is listed on the Hong Kong Stock Exchange, in respect of its top-up placement valued at HK$618 million (approx US$79m). JP Morgan and Guotai Junan were the joint book runners to the placement.
• Finally, the firm has acted for Morgan Stanley and Credit Suisse as joint book runners in the HK$1.5 billion (approx US$196m) top-up placement by KWG Property Holding Limited, a PRC real estate developer listed on the Hong Kong Stock Exchange.

Stamford Law has advised Invista Real Estate, the largest UK listed real estate fund-management group, in respect of its £12.9 million (approx US$21.1m) acquisition of Babcock & Brown Storage Asia Holdings. Led by director Bernard Lui, the firm advised the group on the transaction which involved the acquisition of self-storage provider Big Orange Self Storage Singapore, as well as the other related entities of the Asian Big Orange Self Storage Fund which has investments in Singapore and Hong Kong.

Stamford Law has also advised Ezion Holdings Limited (Ezion) in respect of its successful raising of S$43.4 million (approx US$29.8m) in proceeds through a placement of 70 million new ordinary shares in the company, valued at S$0.62 each. CLSA Singapore Pte Ltd acted as the placement agent. Ezion, a company specialising in the development, ownership and chartering of strategic offshore assets and the provision of offshore marine logistics and support services to the oil and gas industries, was able to expedite delivery of the placement shares to end-placees through a share lending arrangement with the company’s substantial shareholder, Ezra Holdings Limited.

WongPartnership LLP has acted for City Development Limited (CDL) in relation to the S$1.2 billion (approx US$825.3m) mezzanine investment and bank financing of the South Beach consortium to develop a land parcel located at Beach Road. Through its wholly-owned subsidiary, CDL also acquired a further interest in the consortium through a subscription of secured convertible notes. Partners Andrew Ang, Alvin Chia, Hui Choon Yuen, Angela Lim, Leung Yew Kwong, Ng Wai King, Colin Ong and Tan Peck Min advised on different aspects of the transaction.

WongPartnership LLP has also acted as Singapore counsel to Hunan Valin Iron and Steel Group Company in respect of the acquisition and subscription of shares in Fortescue Metals Group Ltd, by way of an off-market share purchase and share placement. Partners Rachel Eng, Mark Choy, Choo Ai Leen, Susan Wong and Owyong Eu Gene worked on the transaction.

Finally, WongPartnership LLP has represented DBS Bank Ltd (DBS) in respect of its entry into a regional bancassurance tie-up with Aviva Asia Pte Ltd (Aviva) under a Master Framework Life Insurance Bancassurance Distribution Agreement. Under the terms of the agreement, Aviva will supply and underwrite life insurance policies and related products for DBS to market and sell. Partner Hui Choon Yuen led the transaction.

Deals – 23 July 2009

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Allen & Gledhill LLP has advised Singapore Technologies Engineering Ltd (ST Engineering) and its wholly-owned subsidiary ST Engineering Financial I Ltd (STEF-1) in respect of STEF-1’s issuance of US$500 million 4.8 percent notes due 2019, under its US$1.2 billion multicurrency medium term note programme. The notes are unconditionally and irrevocably guaranteed by ST Engineering. Partners Tan Tze Gay and Glenn Foo led the firm’s team in advising both parties as to Singapore law regarding the establishment of the programme and the issue of the notes.

Allen & Gledhill LLP has also acted for CapitaCommercial Trust Management Limited (CCTML), the manager of CapitaCommercial Trust (CCT), in connection with the fully underwritten renounceable rights issue which raised gross proceeds of approximately S$828.3 million (approx US$573.8m). Unitholders of CCT, the largest listed commercial REIT in Singapore, were entitled to subscribe for one new unit in CCT for every one existing unit held as at the book’s closure date, at a value of S$0.59 per rights unit. Partners Jerry Koh and Chua Bor Jern were involved.

Allens Arthur Robinson has acted for multinational textile technology and chemical company Royal Ten Cate (RTC) in connection with its sale of a 50 percent joint venture interest to JV partner Noel P Hunt International Limited. The sale of the interest, valued at A$40 million (approx US$35.5m), includes RTC’s Australian geofabrics business and required involvement from parties in various jurisdictions including the United States, the Netherlands, South Africa, Austria and Australia. Melbourne-based partners Steve Clifford and Tim Golder worked on the transaction.

Allens Arthur Robinson has also acted for the lenders in respect of two recent major toll-road refinancing transactions by Transurban Group. The transactions relate to Sydney’s M1 Eastern Distributor (M1) and Hills M2 motorways (M2), with refinancing values of A$515 million (approx US$419.3m) and A$465 million (approx US$378.6m) respectively. The firm’s Melbourne-based team advised the new M1 lenders (ANZ, Commonwealth Bank of Australia, Westpac, Calyon, Mizuho and The Bank of Tokyo Mitsubishi UFJ) and the new M2 lenders (the Commonwealth Bank of Australia, Westpac, NAB, Calyon and The Royal Bank of Scotland), whilst the Sydney legal team advised the existing M1 and M2 lenders. Partner Simon Lynch led the Melbourne-based team, whilst tax partners Martin Fry and Adrian Chek advised the new lenders on tax and stamp duty issues respectively. The firm’s Sydney-based team was led by partner Phillip Cornwell. Freehills acted for Transurban Group whilst Clayton Utz acted for NSW’s Road Traffic Authority.

Finally, Allens Arthur Robinson has acted for the joint lead managers and underwriters – Deutsche Bank, Goldman Sachs JBWere and Merrill Lynch – in connection with the A$2 billion (approx US$1.63b) institutional placement by National Australia Bank (NAB). Under the terms of the placement, which was announced on 22 July 2009, NAB will offer up to A$750 million (approx US$611m) of shares under a non-underwritten share purchase plan. The firm’s team was led by partner and co-head of equity capital markets, Robert Pick. Sidley Austin acted as US counsel to the joint lead managers and underwriters. Mallesons Stephen Jaques advised NAB as to Australian law, whilst Sullivan & Cromwell acted as NAB’s US counsel.

AZB & Partners has advised Fonterra Brands (Mauritius Holdings) Limited in relation to the sale of its 49 percent shareholding of the equity share capital, and 49 percent share of the preference share capital, in Britannia New Zealand Foods Private Limited. The sale to Britannia Industries Limited was completed on 9 July 2009, with the value of the deal remaining confidential. Partner Abhijit Joshi led the firm’s team.

AZB & Partners has also acted as Indian counsel to the joint global coordinators and joint bookrunners – CLSA India Limited and Deutsche Equities India Private Limited – in respect of the Qualified Institutional Placement of 34.45 million equity shares by Bajaj Hindusthan Limited (Bajaj). Completed on 1 July 2009, the QIP raised approximately US$1.5 billion. Partner Shameek Chaudhuri led the firm’s team, whilst Allen & Overy acted as US legal advisors to the joint global coordinators and joint bookrunners. S&R Associates acted as the domestic legal advisors to Bajaj

Baker & McKenzie has acted for Nissan Motor Co Ltd, Japan in connection with the structuring and establishment of its joint venture with Kjaer Group A/S, Denmark to form Nissan Vietnam Co Ltd (NVL). Having started operations in December 2008, NVL has begun importing and distributing Nissan vehicles, parts and accessories through its dealers and will begin local production and subsequently launch its first model assembled in Vietnam by 2010. Ho Chi Minh-based corporate partner Fred Burke led the firm’s advisory team.

Baker & McKenzie has also represented Perth-based engineering and construction company Clough Limited in relation to the sale of its 81.95 percent interest in the listed Indonesian company PT Petrosea TBK, to PT Indika Energy TBK. Led by Luke Devine in Indonesia and Anthony Whelan and Simon De Young in Australia, the firm advised the company on the sale strategy, project management, due diligence and documentation of the transaction, which was completed on 7 July 2009. Final proceeds amounted to US$83.8 million.

Davis Polk & Wardwell LLP has advised the underwriters – Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Deutsche Bank AG, Singapore Branch, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co International plc and Samsung Securities Co Ltd – in respect of an SEC registered Schedule B debt offering by The Export-Import Bank of Korea, an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises in conducting overseas business. The offering is valued at US$1.5 billion in aggregate principal amount of its 5.875% notes due 2015. Partners Eugene C. Gregor (Tokyo), Show-Mao Chen (Beijing) and James C. Lin (Hong Kong) advised on the offering, whilst London-based partner John D. Paton provided tax advice. The Export-Import Bank of Korea was advised by Cleary Gottlieb Steen & Hamilton LLP as to US law, whilst Kim & Chang acted as the bank’s Korean counsel.

Drew & Napier LLC has acted for DBS Ltd in connection with a recent share placement agreement with MIDAS Holdings Limited, a leading manufacturer of aluminium alloy extrusion products primarily for the rail transportation sector in the PRC. The private placement of 100 million new shares raised approximately S$90 million (approx US$62.3m). The option to place an additional 20 million new shares, in the event the 100 million shares were fully subscribed to, was exercised with all shares successfully placed. The firm’s director Marcus Chow led the advisory team.

Freshfields Bruckhaus Deringer has advised MAN on its acquisition of a 25 percent stake in China’s largest manufacturer of heavy trucks, Sinotruk. Valued at €560 million (approx US$794.2m), the deal enables a long-term strategic cooperation between the two market leaders to develop and produce heavy trucks in China that are geared to the needs of emerging markets, and for MAN to licence certain technology to Sinotruk. The firm’s team was led by Beijing managing partner Christopher Wong, Shanghai-based partner Antony Dapiran and Asia corporate head Rob Ashworth, with Hong Kong-based partner Connie Carnabuci providing intellectual property and antitrust advice on the deal.

Kim & Chang has advised DIP Holdings Co Ltd (DIP) and Odin Holdings Inc (Odin) in respect of their respective purchases of a stake in SRS Korea Co Ltd (SRS), a leading fast food restaurant/concession business operator in Korea. The sale by Doosan Corporation (Doosan) was valued at a total purchase price of around KRW 110 billion (approx US$87.9m), and formed part of Doosan’s internal restructuring. DIP and Odin now respectively hold 51 percent and 49 percent interests in SRS. Partners S.Y. Park, S.J. Yoon and J.H. Cheong were key advisors to the transaction.

Mallesons Stephen Jaques has advised HSH Financial Services Limited, a wholly-owned subsidiary of luxury hotel and property group The Hongkong and Shanghai Hotels Limited (HSH), in respect of a HK$1.225 billion (US$129m) term loan facility, which has been guaranteed by HSH. Led by partner Steven Christopher, the firm helped the borrower structure, negotiate and document the facility with a group of seven international banks including Australia and New Zealand Banking Group Limited, Bank of China (Hong Kong) Limited, The Bank of Tokyo-Mitsubishi UFJ Ltd, Calyon, HSBC, Industrial and Commercial Bank of China (Asia) Limited and Standard Chartered Bank (Hong Kong) Limited. Amongst other things, the proceeds of the facility will be used for refinancing existing indebtedness and for general corporate purposes.

Slaughter and May has advised China Environment Fund III, LP (CEF III), which is part of a series of three venture capital funds in the PRC focusing on cleantech and environmental-related investments, in relation to its subscription for new ordinary shares in Neo-Neon Holdings Limited (Neo). The transaction, issued under its general mandate for a total purchase price of up to US$30 million, will give CEF III an 11.3 percent interest in Neo, which is principally engaged in the research, development, design, manufacturing and distribution of general and decorative lighting products. Benita Yu led the firm’s team.

Slaughter and May has also advised MTR Corporation Limited (MTR) in relation to a project agreement with the Government of Hong Kong (the Government) for the financing, design, construction, completion, testing and commissioning of the West Island Line. The agreement, executed on 13 July 2009, involves a HK$12.25 billion (approx US$1.6b) capital grant from the Government subject to a claw-back mechanism requiring MTR to repay, with interest, any difference between certain estimated and actual project costs. The total project cost is estimated to be around HK$15.4 billion (approx US$2 billion), with approximately 6,600 individuals to be employed during the construction phase (between 2009 and 2014). The firm’s team was led by partner Jason Webber whilst the MTR in-house legal team was led by Gill Meller.

Stamford Law is advising landlord Orchard Central Pte Ltd, part of Far East Organization, on the leasing of over 300 retail and F&B units in Singapore’s newest shopping centre in Orchard Road, Orchard Central. The 13 storey shopping centre is one of six malls for which the Far East Organization has allocated 5 percent of rental space for its “Rental Space for Equity Programme”, the first of its kind in the Singapore retail market. Under the scheme, which aims to support entrepreneurs, tenants will be able to issue redeemable, convertible, cumulative preference shares to the landlord in lieu of monthly base rent. The shares are convertible into ordinary shares, meaning that Far East Organization will have a stake in the business of its tenants. Director Ng Joo Khin is heading the advisory team.

Stamford Law is also advising landlord Marina Bay Sands Pte Ltd on the leasing of over 300 retail and F&B units in the Marina Bay Sands Shoppes, which is part of the US$5 billion Marina Bay Sands Integrated Resort due to open at the beginning of 2010. These retail malls include high end shopping areas with world famous brands, Michelin chef restaurants and the unique skypark linking the three hotel tower tops together. Director Yap Wai Ming is leading the firm’s team.

WongPartnership LLP has represented Changi Airports International Pte Ltd (CAI), a wholly-owned subsidiary of Changi Airport Group (Singapore) Pte Ltd, in connection with its 26 percent investment stake in Bengal Aerotropolis Projects Limited (BAPL). This is CAI’s first investment in an Indian greenfield airport city project, with BAPL having entered into a joint venture development agreement relating to the development of an aerotropolis (which will incorporate a township, industrial park, IT park and logistics hub) in West Bengal, India. Partners Ng Eng Leng and Annabelle Yip led the transaction.

WongPartnership LLP has also acted as Singapore counsel to the joint lead managers, JP Morgan (SEA) Limited and Morgan Stanley Asia (Singapore) Pte, and the initial purchasers JP Morgan Securities Inc and Morgan Stanley & Co Incorporated, in connection with the offering by Singapore company Verigy Ltd of up to US$138 million convertible senior notes. Verigy Ltd’s ordinary shares are listed on the NASDAQ Global Select Market. Partners Rachel Eng, Tan Kay Kheng and Colin Ong led the transaction.

Additionally, WongPartnership LLP has acted for Singapore Medical Group in respect of its initial public offering of shares and listing on Catalist, the sponsor-supervised listing platform operated by Singapore Exchange Securities Trading Limited. The IPO was conducted through a pure placement exercise of 25.6 million placement shares. Partners Raymond Tong and Karen Yeoh led the transaction.

Deals – 30 July 2009

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Allen & Gledhill LLP has advised South Beach Consortium Pte Ltd (SBC), a joint venture between City Developments Limited, Istithmar and Elad Group. The company has been granted a S$800 million (approx US$553.8m) term loan facility by a group of banks to refinance an existing bridge facility (the Bridge Facility) extended to it for the acquisition of a property that had been awarded by the Urban Redevelopment Authority. In respect of the property, SBC had won a high profile 2-envelope tender process which required all bidders to submit their designs in addition to the bid price. The term loan facility is secured by a first ranking mortgage over the property. Partners Margaret Chin and Jafe Ng were involved.

Allen & Gledhill LLP has also advised SBC in respect of its issuance of S$400 million (approx US$276.9m) in principal amount of secured convertible notes, the proceeds of which will also be used to refinance the Bridge Facility. The secured convertible notes are to be subscribed by four investors including three parties associated with the Nan Fung group of companies, one of Hong Kong’s most established property developers. Partners Margaret Chin and Richard Young are advising South Beach Consortium, Istithmar and Elad Group whilst partners Au Huey Ling and Glenn Foo are advising the arranger of the issue.

Conyers Dill & Pearman has advised on the Bermuda-related elements of Chinese sportswear manufacturer Xingquan International Sports Holdings Limited’s initial public offering which raised RM165 million (approx US$18.3m) on 10 July 2009. Recent changes introduced by Bursa Malaysia have made it easier for foreign companies to list their shares in Malaysia and Xingquan International Sports Holdings Limited is one of the first Chinese companies to announce direct listings on the Bursa’s Main Board. Singapore-based director Janice Oh led the firm’s advisory team, whilst DLA Piper and Wong Beh & Toh also acted as legal advisers in respect of the IPO. CIMB Investment Bank was the adviser, underwriter, placement agent and sole bookrunner.

Davis Polk & Wardwell LLP has advised one of Japan’s leading financial services groups, ORIX Corporation (ORIX), in relation to its global offering of common stock valued at ¥83.4 billion (approx US$891 million). The offering was split into an SEC-registered international offering and a domestic offering in Japan. Partner Theodore A. Paradise led the firm’s team with London-based partner John D. Paton advising on the tax-related aspects of the offering. Mitsui Company advised ORIX as to Japanese law, whilst the joint global coordinators for the offering – UBS Securities Japan Ltd, Merrill Lynch Japan Securities, Morgan Stanley and Nikko Citigroup – were advised by Simpson Thacher & Bartlett LLP as to US law and by Nagashima Ohno & Tsunematsu as to Japanese law.

Herbert Smith LLP has advised leading independent oil and gas company Premier Oil Group Limited (Premier) in respect of its acquisition of a 25 percent stake in Block 12W in Vietnam. The acquisition from Delek Energy Systems Limited (Delek), which is the oil and gas exploration and production arm of the Israeli company the Delek Group, was valued at US$72 million in cash before adjustments. Premier is the operator of the Block and, prior to this acquisition, already held a 37.5 percent interest which it had acquired from Delek in 2004. The firm’s Asian energy team was led by partner Anna Howell.

KhattarWong has acted for Swing Media Technology Group (SMTG) in connection with its placement of 30 million new ordinary shares for an aggregate of S$1.8 million (approx US$1.24m). Listed on the Main Board of the Singapore Exchange Securities Trading Limited, SMTG manufactures and supplies data storage media and has manufacturing facilities in Hong Kong, Taiwan and the mainland. Partner Lawrence Wong from the firm’s corporate and securities laws department advised on the transaction.

Kim & Chang has advised Belgium based beer brewery Anheuser-Busch InBev NV/SA (AB InBev), one of the largest beer companies in the world, in relation to the sale of its 100 percent stake in Oriental Brewery Co Ltd to funds managed by Kohlberg Kravis Roberts (KKR) and Affinity Equity Partners (Affinity), following a competitive bidding process won by KKR in early May 2009. Completed on 24 June 2009, the sale was valued at US$1.8 billion and included a call option with respect to 100 percent of Oriental Brewery Co Ltd and an earn-out tied to the performance of Oriental Brewery Co Ltd. Paul, Hastings, Janofsky & Walker has advised the mandated lead arrangers and lead managers in respect of the senior financing, valued at approximately US$850 million, for the US$1.8 billion leveraged buyout. The transaction has been heralded as the largest leveraged buyout in Asia to date in 2009. The senior financing, consisting of a Korean won senior secured credit agreement and a US dollar senior secured floating rate note facility, was provided by a consortium of 16 international and Korean banks. JPMorgan Chase Bank, Nomura International, HSBC and Standard Chartered Bank acted as underwriters. Kind & Chang partner J.K. Park led the team advising AB InBev, whilst Paul, Hastings Hong Kong-based corporate partner Brett W. King led his firm’s advisory team with assistance from partner Patricia Openshaw.

Latham & Watkins has represented PT Gajah Tunggal Tbk (PT) and its subsidiary GT 2005 Bonds BV (GT) in connection with the successful completion of PT’s exchange offer and consent solicitation of outstanding Guaranteed Secured Bonds through GT. The bonds, due 2010, are valued at US$420 million. Acting as guarantor and issuer respectively, PT and GT requested and obtained from bondholders an approval to exchange all the outstanding Guaranteed Secured Bonds due 2010 for US$435,089,000 million in guaranteed callable step-up bonds of the issuer due 2014. Singapore-based partners Jake Redway and London-based partner Lene Malthesen led the firm’s advisory efforts.

Mallesons Stephen Jaques has advised National Australia Bank (NAB) in relation to its A$2 billion placement, which the bank intends to use to increase funds for future acquisitions. The placement has been underwritten by Deutsche Bank, Goldman Sachs JBWere and Merrill Lynch. Partners Diana Nicholson and Craig Semple led the firm’s team in advising NAB.

Led by capital markets partner Raymond Li, Paul, Hastings, Janofsky & Walker has represented BBMG, a state-owned enterprise controlled by the Beijing Municipal Government and one of the largest suppliers of building materials in the PRC, in relation to its HK$6.8 billion (approx US$884m) global offering. Comprising a Hong Kong public offer and an international offering, including a Reg S/144A placement, the offering is the first H-share listing on the Hong Kong Stock Exchange this year and the second largest IPO in Hong Kong so far in 2009. Led by Hong Kong-based partner Jamie Barr, Lovells advised UBS AG as sole global co-ordinator and UBS AG, Macquarie and JPMorgan as joint bookrunners to the listing.

Shearman & Sterling LLP has acted as US counsel to the underwriters, JPMorgan and Morgan Stanley, in connection with the US$1.5 billion follow-on ADR offering by Sterlite Industries (India) Limited, one of India’s largest non-ferrous metals and mining companies. Luthra & Luthra Law Offices also represented the underwriters as Indian counsel, with partner Madhurima Mukherjee leading the firm’s team. The proceeds of the offering, which closed on 21 July and which has been reported as the largest equity sale in the US by a non-US company in 2009, will be used for the further development of the company’s power generation business in India, planned capital expenditures, planned and potential acquisitions and/or general corporate purposes. Hong Kong-based capital markets partner Matthew Bersani led the Shearman team.

WongPartnership LLP has acted for Midas Holdings Limited in connection with its placement of 120 million new shares in an effort to raise gross proceeds of approximately S$90.6 million (approx US$32.8m). Partner Tok Boon Sheng led the transaction.

WongPartnership LLP has also represented Keppel Land Limited (Keppel) as the offeror in relation to the proposed voluntary delisting of Evergro Properties Limited (Evergro) from the Singapore Exchange, and Keppel’s exit offer to acquire all the issued ordinary shares in the share capital of Evergro other than those already owned, controlled or agreed to be acquired by Keppel. Partners Andrew Ang, Low Kah Keong and Linda Wee led the transaction.

Deals – 6 August 2009

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Allen & Gledhill LLP has advised joint lead managers and joint underwriters Cazenove & Co (Singapore) Pte Limited and The Hongkong and Shanghai Banking Corporation Limited in relation to the recently completed renounceable underwritten rights issue by Pacific Andes (Holdings) Limited (Pacific). The issuance, which included over 1.39 billion new ordinary shares (rights shares) with more than 278.2 million free detachable warrants, raised approximately S$208.7 million (approx US$145.5m) and was coordinated in tandem with a rights issue in Hong Kong undertaken by Pacific Andes International Holdings Limited, a deemed controlling shareholder of Pacific. Partners Leonard Ching and Shawn Chen advised.

Allen & Gledhill LLP has also acted for Oiltanking Odfjell Terminal Singapore Pte Ltd (OOTS) in connection with the company’s signing of a S$200 million (approx US$139.5m) syndicated term loan facility with original lenders and mandated lead arrangers DBS Bank Ltd, Calyon and Oversea-Chinese Banking Corporation Limited. Proceeds from the six year facility, which was signed on 22 June 2009, will be used to refinance existing loans and to finance the construction and development of OOTS’ expansion project on Jurong Island. Partners Julie Sim and Tan Yah Piang led the firm’s advisory team.

Allen & Overy LLP has advised the Republic of Indonesia in respect of its issuance of ¥35 billion (US$374m) 10-year Samurai bonds. The yen-denominated bonds carry a guarantee from the government-backed Japan Bank for International Cooperation (JBIC), the international arm of Japan Finance Corporation, which had earlier signed an agreement with the Indonesian Government to guarantee up to US$1.5 billion in Samurai bonds to support the country’s budget and help it diversify its funding channels. Distributed through a private placement to Japanese resident Qualified Institutional Investors arranged by Nomura Securities, Daiwa Securities SMBC and Mitsubishi UFJ Securities, the bonds are the first guaranteed sovereign samurai bonds ever issued. Tokyo-based partner Norifusa Hashimot and Singapore-based partner Ken Aboud advised on the issuance.

AZB & Partners has advised Matrix Partners India Investment Holdings LLC (Matrix), a registered foreign venture capital institution with the Securities and Exchange Board of India, in connection with its recent investment in FIITJEE Ltd, a provider of training for IIT-JEE, AIEEE, other engineering and medical entrance examinations and competitive examinations such as SAT, NTSE, GMAT, GRE. Valued at approximately INR 100 Crores (approx US$21m), the investment was made by way of subscription to equity shares with differential rights and compulsorily convertible preference shares. Matrix has also acquired rights in the subsidiaries of FIITJEE Limited. Partner Abhijit Joshi led the firm’s team.

AZB & Partners has also represented Chloride Group Plc, UK in relation to its acquisition of around 35 percent of the share capital in its Indian shareholder DB Power Electronics Private Limited. Partner Hardeep Sachdeva led the transaction, which was closed on 22 July 2009 at a value of approximately INR 100 Crores (approx US$21m).

In addition, AZB & Partners has also acted as Indian counsel to the Microsoft Corporation, USA in relation to the sale of 100 percent of its share capital in Green Field Online Private Limited, which was engaged in the ISS business of Green Field Online Canada, to Tonula plc. Completed on 15 July 2009, the sale was valued at approximately US$40 million. Partner Hardeep Sachdeva led the firm’s advisory team, whilst Perkins Coie acted as Microsoft’s global counsel. Norton Rose and ELP advised Tonula plc as global counsel and Indian counsel respectively.

Clayton Utz has advised the AquaSure consortium – comprised of Thiess, Degrémont, Suez Environnement and Macquarie Capital Group – in respect of its bid for the Victorian Desalination Project. Following the successful A$3.5 billion bid (approx US$2.95b), the consortium will now finance, design, construct, operate and maintain the reverse-osmosis desalination plant and its associated transfer pipeline. Allens Arthur Robinson (Allens) has acted for Thiess, one of Australia’s largest construction and services companies, and Degrémont, a world leader in desalination technology, in connection with their roles in the consortium. The desalination project is one of the largest Public Private Partnerships on a global scale, whilst nationally it will create Australia’s biggest desalination plant capable of providing around a third of Melbourne’s annual water supply. On behalf of Clayton Utz, projects partners Dan Fitts, Marcus Davenport and Naomi Kelly advised on the project documentation while debt finance partner Simon Irvine and corporate partner Brendan Groves were also involved. The Allens team, which included lawyers from its Sydney and Brisbane offices, was led by partner Leighton O’Brien with partners Ren Niemann, Malcolm Stephens and John Greig also advising.

Hogan & Hartson LLP has advised GCL-Poly Energy Holdings Limited (GCL-Poly), a leading integrated green energy company in the PRC, in relation to its 100 percent equity interest acquisition of Jiangsu Zhongneng Polysilicon Technology Development Co Ltd, one of the world’s leading suppliers of polysilicon and wafers to companies operating in the solar industry. Completed on 31 July 2009 the transaction is valued at US$3.4 billion, making it the largest Chinese M&A deal to date. The acquisition also results in GCL-Poly becoming one of the world’s five largest polysilicon suppliers. The firm’s advisory team was led by Hong Kong-based partner Gordon Ng.

Indochine Counsel has acted for SEAF Blue Waters Growth Fund (SEAF BWGF), a Vietnam-focused equity fund managed by Small Enterprise Assistant Funds, in connection with an equity-linked debt investment of US$1.7 million through subscription of convertible bonds to be issued by Hoa Binh Corporation (HBC). A Vietnamese leading assembler and distributor of generators and agricultural and construction equipments, HBC is a distributor of power products for Honda, Kubota, Iveco and other international brands. The deal was successfully closed on 24 July 2009.

Khaitan & Co has advised AAA United BV (AAA) in relation to its acquisition of shares in Bombay Rayon Fashions Limited, India (Bombay), one of India’s largest, vertically integrated textile groups which is engaged in the manufacturing, export and distribution of high-end designer fabrics and garments. The acquisition, conducted through an open offer process, consisted of a preferential allotment of 18 million equity shares which represented 20.67 percent of the emerging share capital of Bombay. Completed on 8 July 2009, the deal was valued at US$68 million. Partner Arindam Ghosh led the firm’s team.

Khaitan & Co has also represented the sole debt arranger, L&T Infrastructure Finance Company Limited, and a syndicate of seven lenders – Bank of Baroda, Bank of India, Corporation Bank, Dena Bank, L&T Infrastructure Finance Company Limited, Punjab National Bank and State Bank of Hyderabad (the lenders) – in relation to US$97 million in project financing provided by the lenders to ETA for pan–India container train operations. ETA is primarily engaged in the field of centralised air conditioning systems and electrical and air conditioning installations. Emirates Trading Agency LLC, Dubai acted as sponsor in respect of the loan. Amongst other things, ETA will utilise the Rupee Term Loan and the sponsor’s equity contribution to set-up inland container depots at Borkhedi, Nagpur and Asaoti, Haryana. Partner Upendra Joshi advised.

Finally, Khaitan & Co has acted as Indian counsel to Shree Renuka Sugars Limited in relation to its Qualified Institutional Placement of equity shares, valued at approximately US$103 million. Senior partner Ravi Kulkarni and partners V S Wahi and Nikhilesh Panchal were involved.

KhattarWong has acted for Swing Media Technology, a company that manufactures and supplies data storage media and other computer peripherals, in respect of its issuance of unsecured 18 percent convertible bonds in an aggregate principal amount of S$3.1 million (approx US$2.16m). The convertible bonds are due three years from the date of issue. Partner Lawrence Wong from the firm’s Corporate and Securities Laws department led the team in advising on this transaction.

Latham & Watkins has advised Indonesian state oil and gas company PT Pertamina in respect of a US$400 million dual tranche dollar-denominated loan from a syndicate of sixteen local and international banks. Three times oversubscribed, the loan has a maturity period of three years, including a six month grace period, and attracts interest of 3.18 percentage points over the London interbank offered rate (LIBOR). The financing will be used by the company to fund future oil and gas projects in Indonesia. Citibank N.A was the coordinating lead arranger for the transaction, with the syndicate of lenders also including ANZ Panin Bank, Bank of Tokyo-Mitsubishi UFJ Ltd, BNP Paribas, Bank Rakyat Indonesia, Sumitomo Mitsui Banking Corporation, Bank Central Asia, Oversease-Chinese Banking Corporation Limited, Bank Mizuho Indonesia, Bank PAN Indonesia, HSBC, Chinatrust Commercial Bank Co Ltd, CALYON, CIMB Bank Berhad, Natixis, and Qatar National Bank SAQ. Singapore partner Clarinda Tjia-Dharmadi led the firm’s team in advising on the financing, with London-based partner Sean Finn providing tax advice.

Latham & Watkins has also acted for Sterlite Industries (India) Limited, one of India’s largest non-ferrous metals and mining companies, in respect of its US$1.6 billion follow-on issuance of NYSE-listed American Depositary Shares (ADSs). The issuance involved the initial sale of more than 123 million shares, followed by an over-allotment option of more than 8 million ADSs. The firm’s corporate team was led by Singapore partners Michael Sturrock and Rajiv Gupta, with New York-based partner Jiyeon Lee-Lim providing tax advice.

Finally, Latham & Watkins has recently advised on three top-up placings by Hong Kong-listed companies, all announced in the penultimate week of July.
• The firm advised Franshion Properties (China) Limited in connection with the placing of 768.9 million existing shares and the subscription of over 461 million new shares. Deutsche Bank and Citigroup acted as placing agents to the transaction, which raised approximately HK$1.94 billion (approx US$250.2m). Hong Kong corporate partners Cathy Yeung and Eugene Lee led the firm’s team.
• The firm represented placement agents Deutsche Bank and Credit Suisse in connection with the placing of 600 million existing shares and the subscription of 400 million new shares in Fushan International Energy Group Limited. The offering raised approximately HK$2.63 billion (approx US$339.3m). Corporate partners William Woo and Eugene Lee provided advice.
• The firm acted as counsel to Macquarie Capital Securities Limited as placement agent in relation to the placing of over 93.46 million existing shares and the subscription of 62 million new shares in Wasion Group Holdings Limited. The offering raised approximately HK$654 million (approx US$84.3m). Corporate partners William Woo and Eugene Lee again advised.

Mallesons Stephen Jaques has represented the National Australia Bank (NAB) in respect of its private wealth management alliance with Goldman Sachs JBWere (GSJBW), which has been advised by Minter Ellison. Under the terms of the strategic alliance, NAB acquires 80.1 percent of GSJBW’s private wealth management business in Australia and New Zealand, which will be branded JBWere. From Mallesons, Melbourne M&A partners Craig Semple, Diana Nicholson and Jonathan Hamer led the firm’s team in advising on the acquisition, including relevant financial regulatory matters. Melbourne-based partners Jeremy Blackshaw, Bart Oude-Vrielink, Ben Liu and Oliver Barrett led Minter Ellison’s Australian team whilst Cathy Quinn and Lloyd Kavanagh led the firm’s team in Auckland.

Paul, Weiss, Rifkind, Wharton & Garrison has advised Ericsson in respect of its bid to purchase Nortel Networks’ CDMA and LTE businesses. The company was successful in its US$1.13 billion bid following the completion of a 12-hour bankruptcy auction on 25 July 2009. Nokia Siemens Networks ultimately proved unable to top the bid, which the US and Canadian Bankruptcy Courts have since approved on July 28. The acquisition places Ericsson in a strong technology position with respect to next generation wireless networks. New York-based corporate partners Marilyn Sobel and Jeffrey Marell and bankruptcy partner Stephen Shimshak led the firm’s team, with Hong Kong-based corporate partner Jeanette Chan also involved.

Tay & Partners has represented OSK Investment Bank Berhad as the arranger and underwriter for Handal Resources Berhad’s IPO in Malaysia. The oil & gas company is a service provider for renowned producers and explorers such as Petronas, ExxonMobil, Shell and Talisman. Following its listing on the 30th July 2009, Handal has become the third company to be listed on Malaysian Stock Exchange in 2009. Partner Ronald Tan led the firm’s advisory team.

Watson, Farley & Williams LLP has advised Galoc Production Company WLL (Galoc) in connection with the acquisition of additional participating interests in the Galoc oil field in the Philippines. The acquisition from two Philippine listed companies, Alcorn Gold Resources Corp (APM) and PetroEnergy Resources Corp (PERC), of 1.53 percent and 1.03 percent of participating interests respectively, occurred after the consortium operating the oil field agreed to raise its stake in the field to 59.8 percent. The Galoc oil field is the Philippines’ only major oil development in nearly two decades, and has produced around 2 million barrels of light sweet crude since extending testing in the last quarter of 2008. Partner Marcus Gordon led the transaction.

White & Case LLP has advised Deutsche Bank AG, Singapore Branch as the sole dealer manager in a fixed-price tender offer and consent solicitation by SRE Group Limited (formerly known as Shanghai Real Estate Limited). The SRE Group, a real estate development company specialising in property and land development and building construction, launched the all-cash tender offer and consent solicitation in early June for its 8.625 percent guaranteed senior notes due 2013. Approximately 79.1 percent of the note holders delivered their consents, and 64.3 percent tendered their notes, as of the expiration of the offer and consent solicitation which were funded from the proceeds of a top-up equity placement and issuance of convertible bonds. Partner Anna-Marie Slot led the firm’s advisory team with assistance from New York-based partner Ray Simon.

WongPartnership LLP has acted for Olam International Limited (Olam) in relation to its placement of over 273.4 million shares in the company’s capital to Breedens Investments Pte Ltd and Aranda Investments Pte Ltd, both indirect wholly-owned subsidiaries of Temasek Holdings (Private) Limited (Temasek). The placement, with an issue price of S$1.60 per share, raised gross proceeds of approximately S$437.5 million (approx US$305m) and marks the first investment by Temasek in a company listed on the SGX-ST since January 2007. Partners Rachel Eng and Long Chee Shan led the transaction.

Deals – 13 August 2009

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Allen & Gledhill LLP has advised Cambridge Industrial Trust Management Limited (CITML), as manager of Cambridge Industrial Trust (CIT), in respect of its private placement of more than 71.1 million new units of CIT. The units have been placed to a group of sophisticated investors which had been identified by CITML and by DMG Securities Pte Ltd, which acted as placement agent for the transaction. The placement will raise gross proceeds of approximately S$28 million (approx US$19.4m), which will be used for asset enhancement initiatives and general working capital purposes. Partners Jerry Koh and Chua Bor Jern led the firm’s advisory team.

Allens Arthur Robinson has acted for the ALE Property Group (ALE), Australia’s largest listed freehold owner of pubs, in connection with an equity raising via an accelerated entitlement offer and an institutional placement. Valued at A$105 million (approx US $87.6m), the raising was fully underwritten by Macquarie Capital Advisers and consisted of a A$76 million one-for-two renounceable entitlement and an institutional placement which raised a further A$29 million. Partner Stuart McCulloch led the firm’s team in advising ALE on the transaction, which is one of the company’s initiatives to strengthen its balance sheet. Blake Dawson acted for Macquarie Capital Advisers.

Allens Arthur Robinson has also acted for Goodman Group (Goodman), an international integrated property group, in respect of its recent capital raising activities valued at A$1.8 billion (approx US$1.5b). The fully underwritten capital raising was achieved by way of placement, JUMBO entitlement offer and preference security placement. Led by corporate partner Brendan Groves, Clayton Utz advised the underwriters of the raising, Macquarie Capital Advisers and RBS Equity Capital Markets. Goodman has also announced a new strategic relationship with Canada Pension Plan Investment Board (CPPIB), which focuses on the development of logistics assets in mainland China. Comprising a A$1.3 billion (approx US$1b) institutional placement and entitlement offer, this second transaction also includes a A$500 million (approx US$416.9m) convertible preferential security investment by China Investment Corporation (CIC), a Chinese investment institution. Sydney-based partners Stuart McCulloch and Tom Story led the Allens’ team in advising on the capital raising, whilst Hong Kong-based partner Tim Manefield advised on the CPPIB joint venture. Freehills advised China Investment Corporation.

Appleby has acted as Cayman and Bermuda counsel to Town Health International Holdings Company Limited (Town Health), a company listed on the Hong Kong Stock Exchange, in respect of its change of domicile from the Cayman Islands to Bermuda, and decision to undertake a subsequent capital reduction in Bermuda. The change in domicile was largely due to the fact that the company, which is a management service provider for private medical and dental practices and a one-stop-shop integrated healthcare service to the public in Hong Kong, viewed a capital reduction in Bermuda as being more commercially expedient than a reduction in the Cayman Islands. The firm’s team was led by Hong Kong-based corporate partner Judy Lee.

AZB & Partners has acted as Indian counsel to JP Morgan Securities Limited UK and Goldman Sachs International UK, as the global coordinators, lead managers and bookrunners, and SBI CAP (UK) Limited, as the co-lead manager, in respect of the issuance by Tata Power Company Limited (Tata) of more than 14.8 million Global Depositary Receipts (GDRs), each representing one equity share in Tata. The GDRs have been listed on the Euro MTF Market of the Luxembourg Stock Exchange. Partner Shameek Chaudhuri led the firm’s advisory team, whilst Amarchand Mangaldas & Suresh A. Shroff & Co acted as legal advisors to Tata. Linklaters, Allen & Gledhill and Clifford Chance also advised various parties to the transaction.

Clifford Chance has advised the lenders, a syndicate of 16 local and international banks, in respect of a US$400 million dual tranche dollar-denominated loan to Indonesian state oil and gas company PT Pertamina, which holds the largest reserves of Asia Pacific’s national oil companies. Citibank NA acted as coordinating lead arranger for the transaction, whilst Bank of Tokyo-Mitsubishi UFJ Ltd acted as facility agent in addition to being one of the syndicate lenders. Singapore partner Ting Ting Tan led the firm’s advisory team.

Clifford Chance has also advised China Construction Bank (Asia) Corporation Limited (CCB) in connection with its acquisition of AIG Finance (Hong Kong) Limited (AIG), the consumer finance operations of the AIG group in Hong Kong. Pursuant to the terms of the agreement, CCB will acquire the outstanding shares of AIG for US$70 million, subject to any completion adjustments, thereby expanding the bank’s consumer finance business in Hong Kong. Completion of the deal is subject to regulatory approvals. Hong Kong corporate partners Amy Lo and Simon Cooke led the firm’s advisory team, with its London and New York offices providing relevant tax advice.

Colin Ng & Partners LLP has advised i-POP Networks Pte Ltd (i-POP), one of Asia’s leading mobile services providers which delivers mobile content and integrated services to media companies, advertising agencies, mobile network operators and content providers, in connection with a round of venture funding led by Singapore-based fund Mingly Corporation Singapore. i-POP intends to use the funds to expand into select media and telecommunications markets across Asia, India and the Middle East. Bill Jamieson, head of the firm’s Funds practice group, advised on the transaction.

Davis Polk & Wardwell LLP has advised the exclusive dealer manager Credit Suisse Securities (USA) LLC (Credit Suisse) in connection with an exchange offer by Sino-Forest Corporation (SFC), one of the largest foreign-owned commercial tree plantation operators in the PRC. The offer by SFC entails exchanging any and all of its outstanding US$300 million 9.125 percent guaranteed senior notes due 2011 (the 2004 Senior Notes) held by eligible holders, for its 10.25 percent new guaranteed senior notes due 2014. The firm has also advised Credit Suisse as the exclusive solicitation agent in connection with SFC’s concurrent solicitation of consents from all holders of the 2004 Senior Notes, to make certain amendments to the indenture governing those notes. Hong Kong-based partner William F. Barron and New York-based partner Richard D. Truesdell Jr. led the team advising Credit Suisse, with London-based partner John D. Paton providing tax advice.

DLA Piper has advised Citigroup Global Markets India Private Limited and IDFC-SSKI Limited, as the global coordinators and book-running lead managers, in connection with the US$140 million qualified institutional placement (QIP) by Punj Lloyd, a diversified conglomerate with activities in construction, energy and infrastructure. Under the QIP, equity shares were sold to a number of US based and international investors to be listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. The head of the firm’s US capital markets practice in Asia, Stephen Peepels, led the advisory team in advising on the transaction, which will enable the company to expand its operations by acquiring capital assets and equipment and pursuing new projects and strategic alliances.

Drew & Napier LLC has advised Heatec Jietong Holdings Ltd (HJH), a company which provides piping and heat exchange services and fabrication in Singapore to the global marine and oil and gas industries, in respect of its listing of 18.5 million new shares by way of placement on the Catalist board of the Singapore Exchange Securities Trading Limited. After deducting expenses, the net proceeds from the placement were approximately S$3.7 million (approx US$2.5m). Director Sin Boon Ann led the firm in advising.

Drew & Napier LLC has also acted as Singapore counsel to the Australia and New Zealand Banking Group (ANZ) in relation to its recent US$550 million acquisition of assets from the Royal Bank of Scotland (RBS). Under the terms of the transaction, ANZ has acquired RBS’s retail, wealth and commercial businesses in Singapore, Taiwan, Indonesia and Hong Kong, and will gains control of RBS’s institutional businesses in Taiwan, the Philippines and Vietnam. The purchase includes gaining control of 54 branches, loans worth $3.2 billion, deposits worth $7.1 billion and the addition of approximately two million clients across the region. Directors Gary Pryke and Sandy Foo led the firm’s team, whilst Allen & Gledhill LLP acted as Singapore counsel to RBS.

Henry Davis York has advised Baiada Poultry in connection with its acquisition of the Bartter and Steggles businesses. Creating the nation’s largest chicken meat provider, the merger is viewed as one of the largest private trade and financing transactions in Australia in the last 12 months. Uniquely structured to overcome the Australian competition watchdog’s initial opposition, the transaction was completed pursuant to a formal undertaking which involved the acquisition and a pioneering “same day” divestment by the merged enterprise of certain assets to a competitor entity. The deal was one of the first to be fully reviewed under the revised merger guidelines of November 2008.

Jones Day has acted as international counsel to the underwriters, which included DSP Merrill Lynch, in respect of Adani Power Limited’s (Adani) Indian initial public offering. The offering by Adani, which develops, operates and maintains power projects in India, is the largest out of India in the last 18 months, raising approximately US$625m. The firm’s team was led by Hong Kong partner Jeffrey Maddox. Amarchand Mangaldas and Khaitan & Co were also involved, with the former advising Adani and latter acting as Indian counsel to the underwriters.

Jones Day has also advised Indonesia’s largest coal mining company, PT Bumi Resources Tbk, and its subsidiary, Enercoal Resources Pte Ltd (Enercoal), in respect of a private placement of US$375 million 5-year 9.25 percent guaranteed convertible bonds due 2014. Under the terms of the placement, which closed on 5 August 2009, the bonds issued by Enercoal were unconditionally and irrevocably guaranteed by, and convertible into ordinary shares of, Bumi Resources. Credit Suisse (Singapore) Limited (Credit Suisse) acted as the sole placement agent to the transactions, advised by Linklaters LLP. In addition to the issuance and placement of the bonds, Enercoal entered into highly structured five year cash-settled equity swap on a portion of the Bumi Resources shares underlying the bonds, and a cash-settled capped call transaction to increase the conversion premium on the bonds, both with an affiliate of Credit Suisse. The firm’s team was led by Singapore attorney Brian J. Wesol.

Kim & Chang has advised Hewlett-Packard Company (HP) on the integration of an EDS subsidiary in Korea into HP, following the HP group’s acquisition of the EDS group of companies in August 2008. Completed on 1 August 2009, the integration involved the restructuring of the ownership of the EDS subsidiary in Korea (EDS Korea) and the comprehensive business transfer from EDS Korea to HP Korea. As a result of these actions, all of EDS Korea’s assets, supplier contracts and employees have been transferred to HP Korea.

Latham & Watkins has represented Trina Solar Limited (Trina), a China-based manufacturer of solar photovoltaic products, in relation to its follow-on offering of 4.5 million American depositary shares, which raised over US$129.3 million. The transaction, which represented 450 million ordinary shares on the NYSE, was completed and closed on 3 August 2009. Trina received aggregate net proceeds of approximately $123.9 million after deducting underwriting discounts and commissions. Acting as joint bookrunners for the offering were Goldman Sachs (Asia) LLC and Credit Suisse Securities (USA) LLC, with Piper Jaffray & Co acting as a co-manager. Hong Kong-based corporate partners David Zhang and Allen Wang led the firm’s team.

Latham & Watkins has also represented Green Energy Technology Inc, a leading multi-crystalline solar wafer manufacturer based in Taiwan, in connection with its offering of more than 6.3 global depositary shares. The offering, which represented over 31.9 million common shares and was completed on 5 August 2009, raised approximately US$76.6 million for the company. Citigroup and Deutsche Bank acted as joint bookrunners for the offering. Hong Kong-based corporate partner Eugene Lee led the firm’s advisory team.

Mallesons Stephen Jaques has acted as Hong Kong counsel to the CEVA group of companies in connection with the issuance by CEVA Group plc of more than €119.9 million (approx US$170.4m), and more than US$127 million, second priority senior secured notes. Allens Arthur Robinson acted as Hong Kong counsel to Citigroup Global Markets and the other dealer arrangers in connection with the issuance. Partners Steven Christopher and Hayden Flinn led the Mallesons’ team, whilst partner Matthew Barnard led the Allens’ team in advising on the transaction.

Milbank, Tweed, Hadley & McCloy LLP has advised Waste Management Inc (WMI), and its waste-to-energy subsidiary Wheelabrator Technologies Inc, in respect of their US$140 million strategic M&A investment into China’s waste management sector. The deal, under which WMI has agreed to purchase a 40 percent stake in the Shanghai Environment Group (the leading solid waste management company in China) and form a joint venture, was signed on 4 August 2009 and is thought to be the single largest foreign investment in China’s solid waste management sector to date. Anthony Root, head of the firm’s China and Asia corporate practices, led the firm’s team. Macquarie Capital was financial advisor to WMI, whilst King and Wood acted as the company’s PRC counsel.

Orrick, Herrington & Sutcliffe LLP has assisted Baidu Inc, the largest Chinese Internet search engine company in the world, in relation to its Chinese antitrust lawsuit against Tangshan Renren Information Services Co (Renren) in the Beijing First Intermediate People’s Court. The case, in which Renren alleged that Baidu Inc had “monopolised the Chinese search engine market” and “blacklisted” a Renren subsidiary, has been heralded as one of the highest profile antitrust cases since the Chinese Anti-Monopoly Law took effect in August 2008. The firm’s team was led by antitrust and competition partner Ted Henneberry, based in Washington DC, and intellectual property partner Xiang Wang, based in Beijing.

Robert Wang & Woo LLC has acted for Oculus Limited (now known as Annica Holdings Limited) in connection with the disposal of its manufacturing and eye care related business for S$8 million (approx US$5.5m) to I Kare Pte Ltd. The sale included Oculus’ contact lens manufacturing operations in Singapore and Shanghai, and sales and distribution subsidiaries in Malaysia, Hong Kong and Taiwan. Partner Raymond Tan, head of the firm’s corporate group, led the firm’s advisory team.

Shearman & Sterling LLP has represented Barclays Capital and UBS in connection with the US$750 million high-yield bonds of Perusahaan Listrik Negara (PLN), Indonesia’s state-owned electricity company. Hong Kong capital markets partner Kyungwon (Won) Lee led the firm’s team in advising on the transaction, which closed on 7 August 2009. A monopoly operator of transmission and distribution networks in Indonesia, PLN controls all public electricity infrastructure and power generation.

Watson, Farley & Williams LLP has advised the lenders and swap banks in respect of the restructuring of a loan facility valued at over US$243.8 million, which had been previously provided to Allocean Charters (Singapore) Pte. Ltd (Allocean), following the subsequent acquisition by Tufton Oceanic Finance Group of a 50 percent stake in Allocean from the Allco Finance Group (AFG). A victim of the credit crisis last year, AFG has subsequently been put into receivership. Allocean, which owns a fleet of 14 ships, is now fully controlled through a new investment company jointly owned by SIF Limited and the Tufton Oceanic Finance Group. The lead arrangers for the loan facility were HSH Nordbank AG, Singapore Branch and DnB NOR Bank ASA, Singapore Branch. Partner Goh Mei Lin led the firm’s transaction team.

Watson, Farley & Williams LLP has also advised the lenders in connection with the high profile refinancing by Korea Gas Corporation (KOGAS) for three 1999-built LNG carriers, all of which are operating under long term contracts of affreightment with KOGAS. The loan facilities were valued in aggregate in excess of US$481 million, with the lead arrangers including: Australia and New Zealand Banking Group Limited, Seoul Branch; BNP Paribas; Calyon; Crédit Industriel et Commercial, Singapore Branch; Natixis, Hong Kong Branch; NIBC Bank Ltd; Sumitomo Mitsui Banking Corporation, Seoul Branch; The Korea Development Bank; The Bank of Nova Scotia Asia Limited; The Bank of Tokyo-Mitsubishi UFJ Ltd, Seoul Branch and WestLB AG, Hong Kong Branch. Partner Goh Mei Lin again led the firm’s advisory team, whilst Lee & Ko acted as Korean counsel for the lenders. Kim & Chang acted as counsel to KOGAS and the charterers.

Weil, Gotshal & Manges LLP has advised Bioton SA, a publicly held biotech company in Poland, in respect of its groundbreaking supply and distribution agreement with its subsidiary SciGen Ltd in Singapore and Bayer Healthcare Company Limited (Bayer) in China. Under the terms of the agreement, which strengthens Bioton’s global leadership in the insulin market, Bayer acquires the right to market and distribute insulin produced by Bioton and SciGen Ltd in exchange for an upfront payment of €31 million (approx US$44m). The contract and payment guarantee mean that Bioton and SciGen will supply Bayer’s China-based subsidiary with its insulin product for the next fifteen years, enabling the company to further penetrate the growing and increasingly important Chinese market. The legal team was led by Warsaw-based corporate partner Pawel Rymarz who was assisted by lawyers from the firm’s Warsaw and Shanghai offices.

WongPartnership LLP has advised DBS Asset Management Ltd, the manager of the ‘HomeSteady’, ‘HomeBalanced’ and ‘HomeGrowth’ funds of the MyHome fund (collectively, the Funds) in relation to its application to Singapore’s Monetary Authority for authorisation of the Funds, and drafting the prospectus and constituent deed of trust for the Funds. Partner Low Kah Keong led the firm’s advisory team.

WongPartnership LLP has also acted for Asia Power Corporation Limited in connection with its placement of 60 million new shares. Partners Raymond Tong and Tok Boon Sheng led the transaction.

Finally, WongPartnership LLP has acted for the Ascott China Fund in respect of its acquisition of a 100 percent stake in Central BVI, owned by Ascott Holding China, for US$14.3 million. Ascott Holding China and Central BVI are both indirect, wholly owned subsidiaries of CapitaLand, which also has an indirect 33 percent interest in the Ascott China Fund. Partner Low Kah Keong led the transaction.