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Deals – 18 January 2007

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Cleary Gottlieb has served as transaction counsel in the offering of US$100 million senior unsecured floating rate notes due 2011 by Samsung Heavy Industries Co Ltd, one of the world’s leading shipbuilding companies and a member of the Samsung Group. The notes were offered pursuant to Regulation S and are listed on the London Stock Exchange. Standard Chartered Bank, The Bank of Tokyo-Mitsubishi, Hyundai Securities and Mizuho International acted as mandated lead arrangers.

Mallesons Stephen Jaques has advised on two major Hong Kong initial public offerings – Kingboard Laminates Holdings Limited and Zhaojin Mining Industry Company Limited – which raised a combined US$1.03 billion in December 2006. The US$744 million (HK$5.8 billion) IPO of Kingboard Laminates was the culmination of parent company Kingboard Chemical’s plan for the spin-off and separate listing of its laminates division. Mallesons advised Kingboard Chemical, one of the world’s largest manufacturers of printed circuit boards, on the Hong Kong law aspects of the transaction. On the Zhaojin Mining IPO, Mallesons acted as Hong Kong counsel to the underwriters UBS and Cazenove Asia. Zhaojin Mining raised approximately US$282 million (HK$2.2 billion) through its global offering and listing on the Hong Kong Stock Exchange – the largest offering to date by a Chinese gold mining company.

Baker & McKenzie has advised Industrial and Commercial Bank of China (ICBC) on its takeover of a 90 percent stake in Bank Halim Indonesia. This is the first time ICBC has entered an overseas market via an acquisition and ICBC’s first takeover of a foreign bank outside Greater China. The deal is subject to approval by the China Banking Regulatory Commission and Indonesia’s central bank. ICBC also has the option to purchase the remaining 10 percent of Bank Halim in three years. Bank Halim, based in Surabaya on the island of Java, has assets of about US$56 million and 9 branches. ICBC, the second-biggest bank in the world by market value, has 98 overseas branches. Baker & McKenzie had lead responsibility for legal documentation, regulatory issues, liaison and clearances with the banking authorities, and general transaction management.

Deals – 11 January 2007

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Clifford Chance has advised DTZ Holdings plc on its acquisition from HK Millennium Limited of the remaining 70 percent it did not already own of DTZ Pacific Holdings Limited (DTZ North Asia), which owns and operates DTZ Debenham Tie Leung across mainland China, Hong Kong and Taiwan.

Freshfields Bruckhaus Deringer has advised China Construction Bank (CCB) in relation to its acquisition of the entire issued share capital of Bank of America Asia and its retail and small business operations in Hong Kong and Macau for a total consideration of US$1.25 billion. CCB is the third-biggest lender in the Mainland and Bank of America is the world’s second-biggest bank by market value. The acquisition will more than double CCB’s business in Hong Kong and Macau and enables CCB to gradually implement its expansion plans outside of the Mainland. On completion of the acquisition, CCB will become the ninth-largest lender in Hong Kong.

Clifford Chance has advised ABN AMRO as lead manager on the issue by Ocean Grand Holdings Limited of US$125 million. This is a secured high yield bond offering by a Hong Kong listed company with substantial operations in mainland China.

Deacons has acted as the Hong Kong legal adviser to Xingda International Holdings Limited in its Main Board listing Xingda International, the largest PRC-based producer of radial tire cords in terms of production volume based in Jiangsu, offered 386 million shares and raised over HK$1.18 billion in its listing on the Main Board. Goldman Sachs was the sponsor and global coordinator of this global offering and its private equity arm was one of the investors of the company. Other investors of the company included Government of Singapore Investment Corporation (Venires) Pte Ltd and the family trust of Mr Lee Shau Kee.

Clifford Chance has advised China Renaissance Capital Investment in connection with its equity investment in Cathay Industrial, a bio-tech company based in mainland China.

Deacons has acted for Liu Chong Hing Bank Limited in its debut international offering of Tier 2 Subordinated Bonds, which are listed on the HK Stock Exchange Liu Chong Hing Bank Limited (recently renamed as Chong Hing Bank Limited) successfully completed a US$125 million Tier 2 subordinated bond offering, which was listed on the HK Stock Exchange on 18 December. The bonds were priced at par with a coupon rate of 3-month US$ LIBOR + 93 bps with a step-up of 100 bps after five years. The debut offering, up-sized from US$100 million, was more than five times over-subscribed and widely distributed to investors in Hong Kong, Singapore, Europe, the Middle East and other regions.

Clifford Chance has advised IXIS and Natexis on the Hong Kong aspects of their merger, creating Natixis. The combined bank is France’s biggest fund manager with EUR534 billion of assets under its supervision.

Deacons has acted for Kingdom Holdings Limited in its Main Board red-chip listing Kingdom Holdings, which is the largest linen yarn manufacturer in the world and is based in Jiangsu, offered 150 million shares and raised over HK$260 million in its red-chip IPO on the Main Board. One of the corporate shareholders of Kingdom Holdings is Caledonia, a sizeable investment fund in the UK (Kingdom is its first PRC investment).

Clifford Chance has advised the UK-listed private equity firm, 3i Group plc and Khazanah Nasional Berhad, the investment holding arm of the Government of Malaysia, on the creation of a US$620 million (S$960 million) reinsurance company registered in Singapore.

Deacons has acted for Bank of America Corporation in completing the US bank’s disposal of Bank of America (Asia) Limited (now known as China Construction Bank (Asia) Corporation Limited) to China Construction Bank Corporation Bank of America Corporation successfully completed its HK$9.71 billion disposal of Bank of America (Asia) Limited (now known as China Construction Bank (Asia) Corporation Limited), which ran the US bank’s Hong Kong and Macau retail operations, to Hong Kong listed China Construction Bank Corporation on 29 December. This was the first deal involving the disposal of banking operations of a US bank to a PRC bank.

Clifford Chance has acted for Raiffeisen Zentralbank Oesterreich AG (RZB-Austria), Singapore Branch, on a US$150 million working capital facility for Thai Copper Industries PCL.

Deacons has acted for BankAmerica International Financial Corporation and Inchcape Hong Kong Limited in the disposal of Inchroy Credit Corporation Limited to Wing Hang Bank, Limited BankAmerica International Financial Corporation and Inchcape Hong Kong Limited entered into a sale and purchase agreement to dispose of their entire shareholding interests in Inchroy Credit Corporation Limited to Wing Hang Bank, Limited for a consideration of HK$1.4 billion. Inchroy is one of Hong Kong’s leading financiers of passenger cars and light commercial vehicles, and is also active in the equipment finance, residential mortgage and consumer loan markets.

Clifford Chance has acted for UOB and OCBC on the US$150 million financing for the acquisition by PT Bukaka Telekomindo International of SingTel’s 40 percent stake in their joint venture PT Bukaka SingTel International.

Clifford Chance has advised the State Government of Sarawak, Malaysia, on the issue by Sarawak Capital Incorporated of US$350 million 5.925 percent guaranteed fixed rate amortising notes due 2026. The notes are guaranteed by Sarawak Capital Assets Sdn Bhd and, as to originally scheduled principal and interest only, MBIA UK Insurance Limited.

Clifford Chance has acted as international counsel to the three lead structuring and arranging banks, Citibank, NA, Deutsche Bank Group and Mizuho Corporate Bank Ltd, in the refinancing (by way of a whole business securitisation scheme) of debt relating to the acquisition of SOFTBANK MOBILE Corp, a leading Japanese mobile telecommunications service provider. This is one of the first whole business securitisations in Japan and is by far the largest to-date.

Clifford Chance has advised Gems TV Holdings (Gems TV) on its recent S$354.92 million initial public offering on the Singapore Stock Exchange, the fourth largest IPO in Singapore in 2006. Shares were offered to qualified institutional buyers in the US in reliance on Rule 144A of the Securities Act and to non-US persons under Regulation S. The IPO was underwritten by Credit Suisse and DBS Bank. Gems TV is currently the leading dedicated home shopping retailer of gemstone jewellery in the UK and is expanding to new markets in the US, Japan, the PRC and Germany.

Deals – 4 January 2007

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Xingda International Holdings Limited, the largest PRC-based producer of radial tire cords, completed its initial public offering of 386,000,000 ordinary shares. Xingda International manufactures and distributes in the PRC and North America radial tire cords and bead wires, which are the principal skeleton materials for radial tires. The IPO consisted of a public offering and listing in Hong Kong, a Rule 144A offering in the United States and a Regulation S offering outside of the United States. The size of the offering, prior to any exercise of the international purchasers’ over-allotment option, was approximately US$153 million. Sullivan & Cromwell acted as U.S. counsel for the international purchasers, which were led by Goldman Sachs (Asia) LLC.

Freshfields Bruckhaus Deringer advised TOM Online on the joint venture agreement with eBay EachNet, eBay’s China-based subsidiary. TOM Online will have a 51 percent stake in the joint venture, and eBay will have the other 49 percent. At closing, eBay International AG will provide and initial funding of US$40 million in cash in the form of capital of the joint venture and TOM Online will enter into a shareholder’s loan agreement with the joint venture, under which, TOM Online will provide a shareholder’s loan in the amount of US$20 million to the joint venture. It is intended that the joint venture will design, develop, launch and operate a new online platform, which will be branded TOM EACHNET, to support the internet-based marketplace.

Johnson Stokes & Master acted for Swire Properties Limited in a joint venture between Swire Properties Limited and HKR International Limited in relation to a HK$10 billion mixed use development project at Jing’an District, Puxi, Shanghai (also known as “Dazhongli”). The 3.12 million sq. ft. landmark project will comprise residential and serviced apartments, office towers, hotels, boutique hotels, retail premises and shopping mall, and a private club. This transaction is very significant for Swire Properties Limited as it marks the commencement of its first major development project in Shanghai.

Paul, Weiss client Nomura Holdings, Inc. and Fortress Investment Group LLC announced an agreement in which Nomura will acquire a 15 percent stake in Fortress Investment Group for approximately $888 million. Under the agreement, Nomura will own Class A shares representing 15 percent of Fortress with proceeds going to the Fortress principals.

Latham & Watkins LLP represented Melco PBL Entertainment (Macau) Limited (“Melco PBL Entertainment”) in connection with its initial public offering of 60,250,000 American Depository Shares and listing on the Nasdaq Global Market. The offering raised US$1,144,750,000. Credit Suisse, Citigroup and UBS Investment Bank acted as the lead underwriters for the offering. Melco PBL Entertainment is a joint venture between Hong Kong-based Melco International Development Limited and Australia’s Publishing & Broadcasting Limited. Melco PBL Entertainment is a developer, owner and operator of casino gaming and entertainment resort facilities focused exclusively on the Macau market.

Simmons & Simmons recently advised Macquarie Securities and CAF Securities as joint sponsors for the listing on the Main Board of Hong Kong Stock Exchange of Zhuzhou CSR Times Electric Co., Ltd. (TEG) and the approximately HK$2.2 billion global offering of its shares. Macquarie Securities acted as sole global coordinator, sole bookrunner and sole lead manager for the global offering. A key player in the railway industry in China, TEG is the leading train-borne electrical system provider and integrator for the railway industry in China and possesses comprehensive capabilities in research and development, design, manufacture, sales and customer services.

Paul, Hastings, Janofsky & Walker represented UBS, which acted as the underwriter of an offering of US$110 million high-yield senior secured notes by PT Pakuwon Jati. PT Pakuwon Jati, which develops large-scale combined commercial and residential properties in both Surabaya and Jakarta, Indonesia, sold the bonds, which have a 5-year maturity to international investors to fund a new development project and repay existing debt.

Latham & Watkins represented Trina Solar Ltd. in connection with its initial public offering of 5,300,000 American Depository Shares and listing on the New York Stock Exchange. The offering raised US$98 million. Merrill Lynch & Co. acted as the global coordinator, bookrunner and co-lead manager for the offering. Cowen and Company acted as the co-lead manager, and CLSA acted as a co-manager. Trina Solar Energy is a China Changzhou-based solar company.

White & Case represented Starwood Capital Group (“Starwood Capital”) in its investment in Shanghai Jin Jiang International Hotels (Group) Company Limited (“Jin Jiang”), one of China’s largest hotel operators. Starwood Capital acquired US$30 million in Jin Jiang shares, making it the largest outside shareholder in the company. The strategic investment was in connection with Jin Jiang’s US$310 million global offering of shares which commenced trading on the Hong Kong Stock Exchange on December 15, 2006.

Majmudar & Co. represented Welspun Gujarat Stahl Rohren Ltd., India (one of the largest SAW pipe makers in the world), in its joint venture with Lone Star Technologies, Inc. of the US to manufacture spiral pipes in the US. Welspun owns 60 percent of the equity in the joint venture company christened, Welspun Lone Star Tubulars LLC, whereas Lone Star owns the remaining 40 percent. The joint venture company will have combined debt and equity of US$65 million.

Baker & McKenzie’s securities team in Hong Kong recently advised CFG Investment S.A.C., a Peruvian subsidiary of China Fishery Group Limited, as United States counsel, on its offering of 9.25 percent Senior Notes due 2013 in a principal amount of US$225 million. The Notes were guaranteed by China Fishery Group Limited and its wholly owned subsidiaries. The Notes commenced trading on the Singapore Exchange Securities Trading Limited on 20 December 2006.

Deals – 21 December 2006

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Woo Yun Kang Jeong & Han represented Shinhan Bank on the establishment of a programme for the issuance of up to A$2 billion (approximately US$1.57 billion) in the aggregate principal amount of the Australian domestic debt instruments denominated in Australian Dollars in accordance with Australian laws in Australia. After the establishment of the programme, Shinhan Bank may issue debt instruments under the programme through relatively simple procedures within the maximum amount of the debt instruments set out in the programme. Shinhan Bank was the first non-government Korean institution to establish this type of programme in Australia.

Baker & McKenzie recently advised the Manager of Champion REIT on Champion REIT’s issue of HK$765 million 4.4-year convertible bonds. The deal marks the first time a Hong Kong REIT has issued convertible bonds in the market, and is understood to be the first issue of convertible bonds by a REIT in Asia, excluding Japan. Proceeds from the convertible bond issue will be used to finance in part the purchase by Champion REIT of three more floors and three car park spaces in Citibank Plaza from Kerry Properties for a total consideration of HK$994.6 million, with the balance of the price payable in units of Champion REIT.

Paul, Hastings, Janofsky & Walker has successfully represented The Tokyo Electric Power Company, Incorporated in its successful bid, together with Marubeni Corporation, to acquire Mirant Corporation’s power generation business in the Philippines. Mirant is selling its ownership interests in the Pagbilao, Sual and Ilijan power plants, with a total combined capacity of 2,203MW. The purchase price of approximately US$3.42 billion plus working capital represents one of the largest M & A energy transactions in Asia in recent years.

Herbert Smith has advised BNP Paribas and UBS, the joint global coordinators on the initial public offering (IPO) of Shanghai Jin Jiang International Hotels (Group) Company Limited. Jin Jiang sold 1.1 billion shares and raised HK$2.4 billion (US$311 million). The offering is a milestone as it is the first time a Chinese hotel operator has listed in Hong Kong. Jin Jiang is the largest hotel operator in Mainland China and the largest Asian-owned hotel group. The IPO’s retail tranche was more than 380 times subscribed. The company also sold a tranche worth US$30 million to a company controlled by strategic investor Starwood Capital Group Global LLC, which owns and operates a number of international hotel chains including Sheraton, St Regis and Westin. Bank of China Group Investment Limited and a company owned by Bank of East Asia chairman, David Li, each invested US$20 million.

Baker & McKenzie.Wong & Leow recently advised the Hong Kong Park Hotel Group on its acquisition of two properties – the Sheraton Wuxi Hotel and Towers and the Wuxi Garden City Mall in Wuxi, the People’s Republic of China and the Grand Plaza Parkroyal Hotel at Coleman Street, Singapore. Singapore-Wuxi Investment Holdings, a subsidiary of SembCorp Industries, entered into a conditional sale & purchase agreement to transfer its stake in Wuxi Garden City Mall Hotel Co. Ltd to Park Hotel Strategic Investments Limited.

Cleary Gottlieb represented the initial purchasers, led by UBS and Cazenove, in the HK$2.19 billion Reg S/Rule 144A initial public offering of ordinary shares of Zhaojin Mining Industry Company Limited. The global offering included a Hong Kong public offering with a listing on the Stock Exchange of Hong Kong and an offering to institutional investors elsewhere in the world. The global offering of ordinary shares closed today. Zhaojin is one of China’s leading gold producers, with exploration, mining, ore processing and smelting operations based in Shandong province in northern China.

Herbert Smith has advised JP Morgan as joint underwriter and placement agent on the US$240 million zero coupon convertible bond offering for Macau casino operator Galaxy Entertainment Group. The offering of zero coupon bonds with a five-year maturity was launched on 5 December and was successfully closed on 14 December 2006. The transaction involved a private placement of notes to selected investors in the United States, alongside an underwritten offering of notes outside the United States, with JP Morgan and Merrill Lynch acting as underwriters and placement agents. The net proceeds of the issue will be primarily used to fund the expansion of the Group’s flagship project — the Cotai Mega Resort — that is scheduled to open in 2008. The remaining proceeds will be used for working capital. Approval has been obtained for the shares of Galaxy issuable upon conversion of the bonds to be listed on the Stock Exchange of Hong Kong.

Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel to China Communications Construction Company Limited on its initial public offering and listing on the Hong Kong Stock Exchange, which completed today. The Company sold 3.5 billion H shares, or 24.5 percent of its enlarged share capital. The IPO was priced at the top of the range and total proceeds from the IPO were US$2.1billion, and could rise to US$2.4 billion if the over-allotment option is exercised in full. BOC International, Merrill Lynch and UBS acted as the joint global coordinators, joint bookrunners, joint sponsors and joint lead managers on the IPO.

Skadden, Arps, Slate, Meagher & Flom represented Mirant Corporation, a marketer of wholesale electricity and natural gas and an operator of power plants, in its US$3.4 billion sale of Mirant Asia-Pacific Limited (the largest independent power producer in the Philippines) to The Tokyo Electric Power Company, Incorporated (Japan) and Marubeni Corporation (Japan), a general trading company and conglomerate.

Latham & Watkins advised the TEPCO/Marubeni consortium – comprising The Tokyo Electric Power Company Incorporated and Marubeni Corporation – on its winning bid to acquire Mirant Asia Pacific Limited in a deal that values the company at US$3.4 billion. Tokyo Electric, Japan’s largest power company, and Marubeni, an international power developer with over a century of experience in the Philippines, will each buy a 50 percent stake in Mirant Asia Pacific, whose unit Mirant Philippines is the biggest independent power producer in the Philippines. The two companies were the successful bidders in a highly competitive auction process conducted by Mirant and its financial advisor, Credit Suisse. The deal is the largest energy M & A transaction in the Asia Pacific region.

Sidley Austin acted as U.S. counsel to the initial purchasers JPMorgan and UBS in connection with Greentown China Holdings Limited’s (Greentown) issuance of its US$400 million 9 percent Senior Notes due 2013, including “high yield” covenants, pursuant to Regulation S and Rule 144A.

Herbert Smith has advised Alfa-Bank, Russia’s largest privately-owned bank, as financial adviser to AgromashHolding B.V. on Agromash’s conditional acquisition of Dunham-Bush (Malaysia) Berhad from the Berjaya group for RM 199,662,449. The target company Dunham-Bush is listed on Malaysia’s second board and is one of the leading manufacturers of heating, refrigeration and air conditioning equipment for commercial, industrial and institutional applications. As well as its Malaysian operations, Dunham-Bush has businesses in the United Kingdom, the United States and China as well as in numerous other countries. The Agromash group is one of the largest producers of machinery in Russia and is ultimately owned by the Russian entrepreneur Mikhail Bolotin.

Skadden, Arps, Slate, Meagher & Flom represented Fortress Investment Group LLC, a private equity firm, in its US$888 million sale of a 15 percent stake to Nomura Holdings, Inc. (Japan), the holding company for brokerage firm Nomura Securities International, Inc.

Freshfields Bruckhaus Deringer has advised on the initial public offering (IPO) by China Coal Energy Company Limited (China Coal Energy), China’s second largest coal enterprise by 2005 revenues, on its listing on the Hong Kong Stock Exchange which completed today. China Coal Energy sold 3.25bn H shares, or 29 percent of its enlarged share capital. Priced at the top of its marketed range, this IPO raised US$1.7 billion, and total proceeds could increase to US$2 billion if the over-allotment option is exercised in full. Freshfields Bruckhaus Deringer acted as counsel to the underwriters on this IPO, led by China International Capital Corporation, Citigroup and Morgan Stanley.

Latham & Watkins LLP acted as international counsel to the issuer, Empire Capital Resources Pte. Ltd., and the guarantor, PT Berau Coal, in connection with the US$325 million senior secured notes offering. The offering comprises US$225 million 9.375 percent senior secured fixed rate notes due 2011 and US$100 million of senior secured floating rate notes due 2011.

Baker & McKenzie recently advised China Coal Energy Company Limited, as Hong Kong and US law counsel, on its US$1.69 billion (HK$13.15 billion before exercise of the over-allotment option) global offering. The H-shares will commence trading on the Hong Kong Stock Exchange on 19 December 2006. China Coal Energy is the second largest coal enterprise in China based on its 2005 revenue and also one of the largest coal suppliers in China. Its parent company, ChinaCoal Group, is the largest coal exporter in China. China Coal Energy is an integrated coal enterprise with coal production, sales and trading as its core business. Besides, it operates one of China’s largest coking operations not affiliated with a steelmaker and also owns China’s largest coal mining equipment manufacturing operations in terms of revenue.

Freshfields Bruckhaus Deringer has advised Bank of China on its acquisition of the entire issued share capital of Singapore Aircraft Leasing Enterprise (SALE), the largest aircraft leasing company based in Asia for US$965 million, which was completed on Friday 15 December 2006. Headquartered in Singapore, SALE is the largest aircraft leasing company based in Asia. SALE owns a fleet of 63 aircraft and manages 14 aircraft on behalf of third parties. In addition, SALE has firm orders for another 28 aircraft, and options and purchase rights to acquire 20 additional aircrafts. SALE’s fleet is one of the youngest in the industry with an average age of 3.5 years. More than 70 per cent of the fleet comprises the highly-popular narrow-body Boeing Next-Generation B737 and Airbus A320 aircraft. SALE has a diversified customer base in 20 countries across six continents. As of 30 September 2006, SALE’s total assets amounted to US$3.1 billion and equity amounted to US$535 million.

Simmons & Simmons has advised BOCI Asia Limited, Merrill Lynch Far East Limited and UBS AG (as joint global coordinators, joint bookrunners, joint lead managers and joint sponsors) on the HK$18.5 billion (US$2.37 billion) listing of China Communications Construction Company Limited. It is the largest IPO outside the major bank listings in 2006. China Communications Construction, the mainland’s largest port builder, has issued 3,500,000,000 H shares, with an aggregate of 525,000,000 H shares over-allotment option exercised in full, in Hong Kong. It is the most popular IPO in terms of subscription amounts from professional investors since Industrial and Commercial Bank of China (ICBC) listed earlier this year.

Skadden, Arps, Slate, Meagher & Flom represented Toshiba Corporation (Japan) in the US$179 million sale of its stake in Toshiba-EMI Limited (a seller of music production equipment and computer software), Toshiba’s joint venture with EMI Group plc (a distributor of music content and a music publisher in the United Kingdom), to EMI Group.

Cleary Gottlieb is representing a consortium of investors, including funds controlled by long-standing client Texas Pacific Group, Canadian private equity group, Onex Corporation, Australian infrastructure fund, Allco Finance and Macquarie Bank Limited, in their proposed acquisition of Qantas Airways Limited. The A$11.1 billion (US$8.75 billion) acquisition of the Australian flagship carrier, which is one of the world’s most profitable airlines, is by far the largest such transaction in Australian history and one of the largest ever aviation deals globally. Valuing Qantas at A$5.60 per share, the deal represents a premium of 33 percent over Qantas’ closing share price on November 6, 2006, the day before speculation about the offer began.

Allen & Overy has advised the shareholders of Singapore Aircraft Leasing Enterprise Private Ltd. (SALE) on the US$965 million transfer of SALE to Bank of China Limited. Bank of China Limited has paid US$965 million in cash to acquire 100 percent of the shares of SALE and US$2.28 billion of debt remains in place. The shareholders were Singapore Airlines Limited (35.5 percent), WestLB AG (35.5 percent), Apfarge Investments Pte Ltd (an investment vehicle of GIC Special Investments Pte Ltd) (14.5 percent) and Seletar Investments Pte Ltd (a wholly owned subsidiary of Temasek Holdings (Private) Limited) (14.5 percent).

Deals – 14 December 2006

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Allen & Overy has acted as counsel to Citicorp Securities (Thailand) Limited, Thanachart Securities Public Company Limited and TMB Bank Public Company Limited, the managers of the Baht 2.6 billion bonds issued by Citigroup Inc with a tenor of five years. The transaction was the first Baht-denominated bond issue by a non-government foreign corporation in the Thai bond market. The bonds, assigned long-term unsecured senior debt ratings of “AA-” by Standard & Poors and “Aa1” by Moody’s Investors Service, are listed with the Thai Bonds Market Association. Citicorp Securities (Thailand) Limited was the sole bookrunner; Thanachart Securities Public Company Limited and TMB Bank Public Company Limited acted as co-managers. The Siam Commercial Bank Public Company Limited was Bondholders’ Representative. The Thailand Securities Depository Company Limited was appointed as Registrar.

Herbert Smith has advised Goldman Sachs as joint lead manager and sole bookrunner on a US$350 million credit-wrapped sovereign-backed bond offering by Sarawak Capital Inc, a special purpose vehicle owned by the State of Sarawak, a sovereign state of the Federation of Malaysia. The offering is one of the few credit-wrapped offerings completed in Asia ex-Australia and the first credit-wrapped offering completed in Southeast Asia to be guaranteed by MBIA, one of the largest worldwide financial guarantors of structured financings. The funds will be used principally to refinance existing indebtedness supported by the State of Sarawak.

Paul, Hastings, Janofsky & Walker has represented CapitaLand Limited and CapitaRetail China Trust Management Limited on the S$250 million (approximately US$162.6 million) initial public offering of the CapitaRetail China Trust real estate investment trust (CRCT REIT). The landmark CRCT REIT is the first REIT to list in Singapore with a portfolio made up solely of PRC-based assets and it is also one of the first foreign investors to invest in PRC real estate in compliance with the new property ownership rules promulgated by the PRC government in July 2006.

Freshfields Bruckhaus Deringer has advised Goldman Sachs and China International Capital Corporation on the US$365 million Hong Kong IPO and global offering of China Communications Services, the telecommunications engineering and technical service unit of China Telecommunications Group.

Freshfields Bruckhaus Deringer has advised Tesco on the acquisition of Makro’s cash & carry operation in Malaysia.

Paul, Hastings, Janofsky & Walker has advised Standard Chartered Bank, the arranger and swap provider and HSBC, the trustee and transaction administrator, on a US$1.26 billion cross-border residential mortgage backed securitisation (RMBS) transaction in Korea. Korea First Mortgage No.6 Limited, a special purpose vehicle incorporated in the Cayman Islands, issued the notes, which are ultimately backed by residential mortgage loan assets originated by Standard Chartered First Bank Korea Limited. Korea First Mortgages No.6 is SCFB’s sixth cross-border RMBS deal and the largest RMBS to emerge in Asia ex-Japan and Australia.

Paul, Hastings, Janofsky & Walker has advised Standard Chartered Bank, the arranger and HSBC, the trustee and transaction administrator, in the sale of US$300 million of notes for Samsung. The deal is Samsung’s ninth cross-border credit card securitisation, making it the most frequent repeat issuer in Asia ex-Japan. The floating rate secured notes issued by Frontier IX Limited are due in 2010 and rated AAA by Fitch Ratings and Aaa by Moody’s Investors Service.

Azmi & Associates has acted for MAYBAN-JAIC ASEAN Fund Ltd P (a Labuan-based limited partnership) in a two-tranche venture capital investments in ISCM Technology (Thailand) Co Ltd and ISCM (Industries) Thailand Co Ltd (companies incorporated in Thailand), which are involved in the businesses of contract manufacturing of electronic components and manufacturing of carton boxes, shipping case and other packaging materials respectively.

Clifford Chance has advised the UK-listed private equity firm, 3i Group plc and Khazanah Nasional Berhad, the investment holding arm of the Government of Malaysia, on the creation of a US$620 million (S$960 million) reinsurance company registered in Singapore. The company, which is named Asia Capital Reinsurance Group Pte Ltd, will be based in Singapore and will be involved in managing insurance risks for ships, airlines and the oil and gas industry in Asia, widely seen as growth areas. 3i and Khazanah have each invested US$200 million for a combined 65 percent stake.

Herbert Smith has advised Zhaojin Mining Industry Company Limited, one of China’s leading gold producers, on its global offering of 172.8 million shares on the Hong Kong Stock Exchange. The IPO raised approximately HK$2.2 billion (US$282 million) and attracted strong interest from the market. Priced at the top of its range, the Hong Kong public offering was more than 500 times oversubscribed and there was also strong demand from international investors. The funds raised through the IPO will be used to improve the company’s current mines and expand exploration.

Baker & McKenzie has acted as international transaction counsel in connection with PT Mobile-8 Telecommunications Tbk’s US$96 million IPO and global offering, while Hadiputranto, Hadinoto and Partners acted as Indonesian counsel to the Underwriters PT Bhakti Securities, PT CIMB-GK Securities Indonesia, and PT Danareksa Sekuritas. The shares commenced trading on both the Jakarta and Surabaya Stock Exchanges on 29 November 2006. The offering is the largest Indonesian IPO in 2006, based on size of proceeds and was conducted pursuant to Regulation S under the US Securities Act. Mobile-8 Telecom is the fourth largest, and the largest CDMA based, nationwide licensed mobile cellular operator in Indonesia.

Cleary Gottlieb has represented Ports America Inc, a wholly-owned subsidiary of AIG Global Investment Group, in connection with its successful bid for the acquisition P&O Ports North America Inc. The acquisition is subject to regulatory approval and other customary closing conditions. Closing is expected to occur in the first quarter of 2007.

Baker & McKenzie has advised HSBC Institutional Trust Services (Asia) Limited as the Trustee of Sunlight Real Estate Investment Trust (Sunlight REIT). Sunlight REIT’s diversified portfolio will comprise 20 office and retail properties located throughout Hong Kong Island, Kowloon and New Territories with a total appraised value of approximately HK$9.09 billion, which it will acquire from the Henderson Land Development and Shau Kee Financial Enterprises groups. HSBC, Deutsche Bank and Macquarie Securities are the joint global coordinators and joint bookrunners.

Baker & McKenzie has advised Shanghai Jin Jiang International Hotels (Group) Company Limited, as Hong Kong and US law counsel, on its US$311 million (HK$2.42 billion before exercise of the over allotment option) global offering. The shares will commence trading on the Hong Kong Stock Exchange on 15 December 2006. Shanghai Jin Jiang International Hotels, which is China’s biggest hotel operator, is principally engaged in star-rated hotel operation and management, budget hotel operation and franchising, restaurants and related businesses. It has interests in 263 hotels spread over 73 cities in China, including landmark hotels such as the Peace Hotel and Jin Jiang Hotel. As part of the offering, Starwood Capital, the founder of Starwood Hotels and Resorts Worldwide Inc has taken a stake as the strategic investor; David Li, chairman of Bank of East Asia and Bank of China Group Investment Ltd have also taken a stake as cornerstone investors.

Majmudar & Co has acted as Indian legal counsel to the underwriters, DSP Merrill Lynch, in the public issue of Blue Bird (India) Limited of 8,775,000 equity shares of Rs.10 each for cash at a price of Rs.105 per equity share, including a share premium of Rs.95 per equity share, aggregating to Rs.921.38 million. The issue constitutes 28.57 percent of the fully diluted post-issue equity capital of Blue Bird, which is a leading manufacturer of paper-based notebook and stationery products with a strong presence in western and southern India.

Majmudar & Co has represented Swiss equipment manufacturer Sauter, in its deal involving a purchase of a 26 percent equity stake in Chennai-based, Race Technologies. Sauter will be investing Rs.250,000,000 into Race over the next 30 months.

Clifford Chance has acted as international counsel to the three lead structuring and arranging banks, Citibank NA, Deutsche Bank Group and Mizuho Corporate Bank Ltd, in the refinancing (by way of a whole business securitisation scheme) of debt relating to the acquisition of SOFTBANK MOBILE Corp, a leading Japanese mobile telecommunications service provider. This is one of the first whole business securitisations in Japan and is by far the largest to-date.

Cleary Gottlieb has represented Kingboard Laminates Holdings Limited and its parent, Kingboard Chemical Holdings Limited, in the HK$5.8 billion initial public offering of ordinary shares of Kingboard Laminates. The global offering included a Hong Kong public offering with a listing on the Stock Exchange of Hong Kong, an offering to institutional investors elsewhere in the world and a preferential offering to existing shareholders of Kingboard Chemical. The IPO resulted from the spin-off by Kingboard Chemical of its laminate and laminate-related operations. Following the spin-off, Kingboard Chemical will continue to operate its PCB and chemicals businesses.

Slaughter and May has advised First Reserve Corporation (First Reserve) and AMCI Capital LP (AMCI) on their pre-IPO strategic investments in China Coal Energy Company Limited (China Coal), the second largest coal enterprise in the PRC. The aggregate value of the investments by First Reserve and AMCI was US$125 million. On 6 December 2006, China Coal announced its proposed global offering of H shares, which aims to raise approximately HK$13.15 billion (US$1.7 billion). First Reserve is one of the oldest and largest private equity firms which specialises in the energy industry. AMCI is a fund managed by the founders and sole shareholders of American Metals & Coal International Inc, a global coal and resources company which has a significant volume of coal production, processing, transport and logistics assets in many parts of the world.

Herbert Smith has acted for COFCO International Limited on a successful top-up placing of 100 million shares that raised approximately HK$685 million. COFCO International is incorporated in Bermuda and was listed on the Main Board of the Hong Kong stock exchange in 1990. Its diversified businesses include oilseed processing, wineries, confectionery, wheat processing and food-related trading. Its parent, China National Cereals, Oils & Foodstuffs Corporation is one of the largest import and export companies in China and the largest company in the Chinese food sector. Herbert Smith advised on the Hong Kong and US law aspects of the transaction.

Skadden, Arps, Slate, Meagher & Flom has represented Goldman Sachs (Asia) LLC and the other underwriters (as both Hong Kong and US counsel) in the US$817.6 million initial public offering and listing on the Hong Kong Stock Exchange of Kingboard Laminates Holdings Limited. Kingboard Laminates, the world’s largest stand-alone laminate manufacturer, is a subsidiary of Hong Kong listed Kingboard Chemicals Holdings Limited. The transaction is the largest spin-off to date on the Hong Kong Stock Exchange by a manufacturing company.

Clifford Chance has advised the State Government of Sarawak, Malaysia, on the issue by Sarawak Capital Incorporated of US$350 million 5.925 percent guaranteed fixed rate amortising notes due 2026. The notes are guaranteed by Sarawak Capital Assets Sdn Bhd and, as to originally scheduled principal and interest only, MBIA UK Insurance Limited. This transaction, which is notable for the credit enhancement provided by MBIA UK Insurance Limited, marks the first monoline-wrapped bond by a Malaysian issuer. The notes are listed on the Labuan Stock Exchange.

Deals – 25 August 2006

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Gide Loyrette Nouel, Vietnam Office has been advising Vivendi and a consortium of European Banks in the transfer of any and all of theirs equities and loan interests in the Hanoi Hilton Hotel in Vietnam to VinaCapital Investment Fund. The firm assisted the Sellers in the drafting, negotiating, finalising and closing the Loan Transfer and Share Purchase Agreement for a combined amount of US$42 Million with VinaCapital.

Freshfields Bruckhaus Deringer advised PetroChina on the US$2.74bn acquisition of a 67 per cent interest in PetroKazakhstan from PetroChina’s parent company, China National Petroleum Corp, through their 50-50 joint venture, CNPC Exploration and Development Company.

Simmons & Simmons has advised Roca Sanitario, S.A., the Spanish-based world-wide leading sanitary-ware manufacturer, on the acquisition of the sanitary-ware business of Eagle Brand Holdings Limited, a Singapore-listed company for RMB 255 million. Roca Sanitario is the world largest sanitary-ware manufacturer in terms of sales volume. Eagle is a leading sanitary-ware brand across China and is operated by its three China based subsidiaries. Upon completion of this RMB 255 million transaction, Roca Sanitario acquired all those sanitary-ware assets through a newly established WFOE. This acquisition will help Roca Sanitario expand its operation in China effectively and efficiently.

Cleary Gottlieb represented Korean steel company, POSCO, in its $300 million Reg S offering of 5.875% notes due August 2016. The notes were listed on the Singapore Stock Exchange. ABN AMRO, HSBC and UBS Investment Bank served as joint lead managers and joint book-runners in the transaction. POSCO is the largest steel company in South Korea.

Freshfields Bruckhaus Deringer advised Eaton Corporation on the voluntary general offer of shares for Senyuan International Holdings for US$64m.

Simmons & Simmons has advised the Morgan Stanley Real Estate’s MSREF V international-led consortium on the acquisition, finance and management in respect of 77 Des Voeux Road Central, Hong Kong for HK$2.258 Billion from Hang Seng Bank.

Minter Ellison advised the Dragagesand Shun Tak consortium , on their successful bid for the right to design, construct, develop and manage the SkyCity Hotel at Hong Kong International Airport. The firm’s role has involved advising on the structure of the consortium, the tender documents (including the Agreement for Sub-Lease and the Sub-Lease), tender strategy, the structure of the proposed financing and all agreements with the hotel operator. Valued at approximately HK$900 million, it is Hong Kong’s second PPP. Minter Ellison also advised Dragages on the SAR’s first PPP, the International Exhibition Centre project.

Freshfields Bruckhaus Deringer advised China Construction Bank in connection with its HK$9.71bn acquisition of Bank of America Asia.