Deals – 11 January 2007

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.