Deals – 10 May 2007

Baker & McKenzie has advised and assisted Qantas with finalising the 30 percent acquisition of Pacific Airlines, a Vietnamese air carrier that will be re-structured into a low cost carrier under a business plan jointly developed by Qantas, Pacific Airlines and the State Capital Investment Corporation (SCIC). The deal size is about US$50 million, payable in tranches over the next few years. SCIC, the new investment holding company of the State of Vietnam, is currently the majority shareholder of Pacific Airlines. This deal marks an important step in Vietnam’s privatisation/equitisation program, is the first case of foreign investment in a Vietnamese air carrier and SCIC’s first deal involving foreign strategic investors.

Johnson Stokes & Master (JSM) has advised Main Board listed Forefront International Holdings Limited (Forefront) on its successful corporate rescue and resumption of trade. Forefront’s shares resumed trade on April 18, 2007 after having been continuously suspended since May 2004 following allegations of irregularities being made against certain former substantial shareholders and board members and Commercial Crime Bureau investigations. The resumption of trade was the culmination of nearly three years work beginning when JSM was instructed by the liquidators of two of Forefront’s former substantial shareholders and later Forefront following the liquidators reconstituting the board and management following a hostile board spill at the 2004 AGM.

Latham & Watkins has acted as international counsel to China Properties Group Limited in connection with its offering of US$300 million 9.125 percent senior notes due 2014. China Properties Group is a leading property development company that focuses on Shanghai and Beijing markets and is involved primarily with large-scale residential and commercial projects. This is the largest Chinese high-yield bond this year. Merrill Lynch & Co acted as the global coordinator, bookrunner and co-lead manager for the offering.

Lovells has advised the Millea Holdings Inc and its subsidiary Tokio Marine & Nichido Financial Life Insurance Co Ltd on a related series of novel new annuity reinsurance and risk management structures. The transactions saw Tokio Marine & Nichido Financial Life enter into a series of structured reinsurance treaties which facilitated the initial transfer of approximately US$8.5 billion of insurance claims risk under their variable annuity life products. Under these structures, Tokio Marine & Nichido Financial Life taps into the international reinsurance markets as well as the international capital markets to hedge the financial market exposures inherent in some of the guaranteed minimum benefits in Tokio Marine & Nichido Financial Life’s variable annuity products. Lovells led the transactions for Millea and Tokio Marine & Nichido Financial Life from its offices in Tokyo, New York and London drawing on its global insurance and finance expertise. The transactions f ollow an earlier risk transfer deal of approximately US$2 billion concluded for Tokio Marine & Nichido Financial Life by the Lovells team in September last year.

Makarim & Taira S has represented Deutsche Bank Securities Inc and JP Morgan Securities Ltd, in the offering and issuance of US $400,000,000 Guaranteed Senior Notes due 2014 (Notes) by BLT Finance BV, an indirect wholly owned subsidiary of PT Berlian Laju Tanker Tbk (BLT). BLT is one of Indonesia’s biggest shipping companies, and the first Indonesian company to have carried out a dual offshore share listing with the Singapore Exchange Securities Trading Limited (SGX) in 2006. Makarim & Taira S was also involved in their 2006 dual listing in Singapore. The Notes were guaranteed by BLT and certain of its subsidiaries, and secured by a pledge of shares in BLT Finance BV and the assignment of BLT’s rights and interests under an inter-company loan. The Notes are listed with the SGX. The proceeds from the issuance of the Notes will be used for the acquisition of vessels, repayment of certain existing debts and general corporate purposes.

Makarim & Taira S has represented Lehman Brothers acting as the financial adviser and placement agent in relation to the equity private placement of up to 24.9 percent shares in PT Davomas Abadi Tbk owned by some of its controlling shareholders. PT Davomas Abadi Tbk is one of Indonesia’s top producers of cocoa butter and cocoa powder.

O’Melveny & Myers has represented International Game Technology, the global specialist in the design, development, manufacturing, distribution, and sale of computerised gaming machines and related systems, in its strategic alliance with China LotSynergy Holdings Limited.

Stephenson Harwood & Lo (SHL) has advised Noble Jewelry Holdings Limited on their listing on the Main Board of The Stock Exchange of Hong Kong Limited. Trading of its shares, under the stock code 475, commenced on April 17, 2007. Noble is a Hong Kong-based fine jewellery design, manufacture and services company. They provide integrated services to jewellery retailers and wholesalers in the United States and countries and territories in the Middle East, Europe and the Asia-Pacific region. Noble’s headquarters are situated in Hong Kong with production support from its plant in Panyu, Guangzhou in the People’s Republic of China. Noble also has business presences in London and New York, and is one of the few foreign jewellery companies with a liaison office in India. The share offer raised HK$117 million in total. Noble is one of the few listed companies on the Main Board engaged in the jewellery industry.