Deals – 28 June 2007

Baker & McKenzie has advised Australian Social Infrastructure Fund (ASIF) on its listing on the Australia Pacific Exchange (APX) on June 22, 2007. Austock Corporate Finance Limited acted as the financial adviser. ASIF is the first listing of a property trust on the APX, and listed with a market capitalization of AUS$80 million. ASIF was established in 2001 and invests in social infrastructure assets. With 1450 unitholders, ASIF’s listing was a compliance listing which did not require a prospectus or product disclosure statement for “spread” or secondary trading purposes. The APX is a small stock exchange, and imposes fewer cost and logistical constraints on listings providing an easier entry level compared to the ASX.

Baker & McKenzie has advised Hong Kong-listed Pacific Andes International Holdings (PAIH) on its rights issue in Hong Kong, to fund part of the Pacific Andes Group’s acquisition of an increased stake in its Singapore-listed subsidiary, China Fishery Group Limited (CFG). The PAIH rights issue in Hong Kong raised approximately US$120 million and dealings in the PAIH rights shares commenced on June 12, 2007. The acquisition, at a consideration of approximately US$356 million, was done via another PAIH’s Singapore-listed subsidiary, Pacific Andes (Holdings) (PAH), which itself undertook a rights issue and convertible bond issue in Singapore to part-fund the acquisition. Immediately following the acquisition, PAIH’s attributable interest in CFG increased from about 18.7 percent to about 41.6 percent. CFG is one of the world’s leading upstream industrial fishing operators with access to controlled ocean resources through quota shares and licenses to fish, principally in the Pacific Ocean and in Peru.

Baker & McKenzie has advised HSBC Institutional Trust Services (Asia) Limited as the Trustee of RREEF China Commercial Trust (RREEF CCT), a real estate investment trust that is managed by RREEF China REIT Management Limited and aims to invest on a long-term basis in a diversified portfolio of institutional quality office and mixed-use properties (where a significant portion of the property has been designated for office use) in major cities in China, Hong Kong and Macau. RREEF CCT raised approximately HK$2.5 billion (approximately US$326 million) through a Hong Kong initial public offering and an international placement, based on an offering of 484.4 million units of RREEF CCT (units) at the offering price of HK$5.15 per unit. Proceeds from the offering, and related debt capital-raising, were used to fund the acquisition of Gateway Plaza, which comprises two 25-storey towers connected by a three storey atrium as well as three underground floors with a 675-space car park, plant rooms and ancillary facilities in Beijing with an appraised value of HK$3,978 million (approximately US$500 million), which becomes the first property owned by RREEF CCT. The units are listed on the Main Board of the Hong Kong Stock Exchange, with trading commencing on June 22, 2007. RREEF CCT is the second REIT listed in Hong Kong with underlying assets in the PRC mainland, following the initial public offering in late 2005 of GZI Real Estate Investment Trust on which Baker & McKenzie acted for Guangzhou Investment Company Limited.

Clifford Chance has advised the Dubai World Group on its acquisition of Cunard’s legendary ocean liner Queen Elizabeth 2 for US$100 million, a transaction that will result in this iconic ship being converted into a luxury floating hotel, retail and entertainment centre in Dubai. The ship is due to be delivered in November 2008 following which she will be extensively refurbished and then installed at a dedicated pier on Palm Jumeirah, the world’s largest man-made island.

Colin Ng & Partners’ corporate team has acted for Mr Tsai Eng Meng, the controlling shareholder of Want Want Holdings Ltd, and the bidding vehicle in the US$850 million financing of the delisting offer for the food and beverage manufacturer’s shares not already held by the offeror and concert parties. Colin Ng & Partners advised Mr Tsai Eng Meng and the borrower on the syndicated loan to finance the acquisition. The loan is arranged by UBS AG, Goldman Sachs Credit Partners LP and BNP Paribas. Kayal Sachi and Emmanuel Hadjidakis of Allen & Overy advised the arrangers. Want Want Holdings Ltd’s principal activities are manufacturing and trading snack foods, beverages, and related products. The Taiwan-based group, whose products are distributed widely in China and the Asia-Pacific region, was listed on SGX in May 1996.

DLA Piper has acted as US counsel to China Central Properties Limited in its successful US$500 million global offering and listing on the London Stock Exchange’s AIM market. China Central Properties (or CCP) focuses on acquiring partially completed and distressed property developments in China. CCP is an affiliate of Shui On Construction and Materials Limited (or SOCAM), a leading Hong Kong-based property developer. The offering, which closed on June 13, 2007, included the issuance of 151.23 million new shares and convertible bonds, and was sold to institutional investors in the US under Rule 144A and outside the US in reliance on Regulation S. Deutsche Bank was the sole book runner for the offering.

Freshfields Bruckhaus Deringer has advised 3Com Corporation on the US$430m leveraged financing of the acquisition from an affiliate of Huawei Technologies Co Ltd of the remaining 49 percent ownership in H3C Technologies Co Limited (formerly known as Huawei-3Com Co Limited), its PRC joint venture with Huawei Technologies Co Ltd.

Freshfields Bruckhaus Deringer has advised Cordless Industries Inc (Cordless), on its mandatory general conditional offer for all issued share capital it does not already own in Techtronic Industries Co Ltd. (Techtronic) at HK$3.60 per share, valuing the company at HK$4.12 billion (US$528 million). Cordless will also make an offer to buy all the company’s American Depository Receipts (ADRs) and bonds. Cordless intends to maintain the principal business of Techtronic and has no plans to delist the company.

Freshfields Bruckhaus Deringer has advised Goldman Sachs (Japan) PIA on the purchase of eMobile shares from Japan’s eAccess for ¥12billion and also on the sale of its 91.75 percent stake in Sanyo Electric Credit to STV Partners, a wholly owned subsidiary of GE Capital for ¥26 billion.

Freshfields Bruckhaus Deringer has advised Lion Air on the sale and leaseback of four Boeing 737-900ER aircrafts to be operated by them in Indonesia. The aircraft lessor is Amentum, an affiliate of HSH Nordbank.

Freshfields Bruckhaus Deringer has advised Saudi Telecom Company (STC), Saudi Arabia’s national telecommunications company in its acquisition of a 25 percent stake in Maxis Communications Bhd, the leading Malaysian telecoms operator with a presence in India and Indonesia, plus a 51 percent stake in Maxis’ Indonesian operation, NTS. The entire deal is worth $3.05 billion and marks STC’s first international investment. International law firm advised STC on this transaction.

Freshfields Bruckhaus Deringer has advised TCC International Holdings Ltd (TCC) on the purchase of Chia Hsin Cement Greater China Holding Corporation (Chia Hsin Cement) for HK$2.58 billion (US$330 million). TCC, a unit of Taiwan Cement Corporation, said it agreed to buy the unit of Taiwan-listed Chia Hsin Cement to boost output and increase profitability.

Heller Ehrman has acted for Asia Television Limited (ATV) and its controlling shareholder, Dragon Goodwill International Limited in connection with the sale of both existing and new shares of ATV to a consortium of purchasers for an undisclosed purchase consideration. The transaction required and obtained, amongst others, approval from both the Broadcasting Authority and Chief Executive-in-Council.

Johnson Stokes & Master has acted for the Hong Kong Institute of Education (HKIEd) in relation to the Commission of Inquiry on allegations in relation to the HKIEd. This is a high-profile case which involved a hearing that lasted 35 days during which JSM assisted a large number of staff and council members of the HKIEd in their evidence to the Commission.

Paul, Hastings, Janofsky & Walker has represented RREEF, the real estate and infrastructure investment arm of the Deutsche Bank Group, on the US$320 million listing of the RREEF China Commercial Trust (RREEF CCT) on the Main Board of the Hong Kong Stock Exchange. The RREEF CCT is the third-ever REIT with a portfolio made up solely of PRC-based assets, after the CapitaRetail China Trust and GZI REIT, which listed in Singapore and Hong Kong respectively.

Rodyk & Davidson has acted as the Singapore counsel for Tiger Global Four Holdings, a hedge fund, in their US$60 million equity-cum-debt investment into Athena Projects Pte Ltd, the holding company of hydroelectric and thermal power plants in India. Completion of the investment took place in the first week of June 2007.

Tan Peng Chin has acted for and advised Ascendas India Development Fund Management Pte Ltd in setting up a S$500 million India development fund, investing in integrated real estate projects in India including the development of business space. The fund may also participate in residential, commercial, retail, hotel, recreation and other supporting uses with third parties. The development fund is targeted to grow to an asset size of S$1 billion.

Tan Peng Chin has acted for Tune Hotels.com in the establishment of the joint venture company Tune Hospitality Investments LLC (THI). THI is a US$50 million joint venture between Tune Hotels.com, CES Hospitality Holdings Limited (a subsidiary of City e-Solutions Limited) and Istithmar Hotels. THI was formed to develop and operate 30 limited service hotels under the brand Tune Hotels.com in ASEAN and China.

WongPartnership has acted as Singapore counsel to BOC Edwards, a leading manufacturer of vacuum equipment, in relation to the Singapore security aspects of the US$715 million financing granted by inter alia, Deutsche Bank and Lehman Brothers in connection with the acquisition of BOC Edwards by CCMP Capital.

WongPartnership has acted for a contractor for a public sector project in the largest adjudication case to date, involving claims by a sub-contractor exceeding US$3.9 million.