Deals – 11 June 2009

Allen & Gledhill LLP has advised PSA Corporation Limited (PSA) on its issuance of S$300 million (approx US$207m) Fixed Rate Notes due 2019. DBS Bank Ltd has acted as lead manager and bookrunner for the issue whilst DBS Trustee Ltd has acted as trustee for the noteholders. Partners Tan Tze Gay and Glenn Foo have advised PSA whilst partner Margaret Chin has advised DBS Bank Ltd and DBS Trustee Ltd.

Allen & Overy LLP has acted as counsel to the Bangkok Branch of The Hongkong and Shanghai Banking Corporation Limited (HSBC), as the lead manager on the THB4 billion (approx US$117.2m) bonds issued by Commonwealth Bank of Australia (CBA). The first bonds issued in the Thai market by a foreign corporation since September 2008 have received a “AA” rating from Standard & Poor’s and a “Aa1” rating from Moody’s. The Siam Commercial Bank Public Company Limited acted as the Bondholders’ Representative and Thailand Depository Company Limited was appointed as Registrar. Partner Stephen Jaggs led the firm’s team.

Allens Arthur Robinson has acted for GPT RE Limited, one of Australia’s largest diversified listed property groups, in respect of the sale of Perth’s Floreat Forum shopping centre to property investment and development company Australasian Property Investments Pty Limited (API). The sale, valued at A$100 million (approx US$80.3m), is conditional on the GPT Wholesale Shopping Centre Fund waiving its right to acquire the shopping centre, and council consent to assign agreements over council-owned property within the shopping centre to the purchaser. Sydney-based partner Nicholas Cowie led the Allens team, whilst Lavan Legal acted for API and Corrs Chambers Westgarth acted for the Town of Cambridge.

Allens Arthur Robinson has also acted for the Commonwealth Bank of Australia (CBA) in regards to the bank’s issuance of bonds valued at THB 4 billion (approx US$117.2m) into the Thai debt markets. The transaction, marking the first time an Australian organisation has issued bonds into the Thai debt market, has two tranches of senior bonds, one with a four year maturity and the other with a seven year maturity. Sydney-based partners David Clifford and Bangkok-based partner Marcus Clark led the deal.

In addition, Allens Arthur Robinson is representing the National Australia Bank Limited (NAB) in its role as private sector project financier of the South East Queensland Schools Public Private Partnership Project. Seven new state schools will be built under the initiative, which involves the first use of the ‘supported debt model’ developed by the Queensland Treasury, which aims to lower the overall cost of debt for PPPs by having the Queensland Treasury Corporation provide the ‘risk free’ portion of the funding for the operating phase of the Project. Under the transaction, which closed on 29 May 2009, Allens also acted for NAB in its capacities as Senior Construction Lender, Subordinated Lender (Construction and Operating phases), Working Capital Provider, Swap Bank, Facility Agent and Security Trustee. Partners Phillip Cornwell and Alan Millhouse led the firm’s Sydney and Brisbane-based team. Freehills and Minter Ellison are also acting for interested parties to the transaction.

AZB & Partners has advised Prolec-GE Internacional, S DE RL DE CV (PGE) in respect of its acquisition of the entire promoter stake (approximately 52 percent) of Indo Tech Transformers Limited (ITT), and a further 20 percent of ITT’s shares from its public shareholders pursuant to an open offer carried out by PGE. AZB partner Vishnu Jerome led the firm’s team, whilst J. Sagar and Associates acted as legal advisers to the promoters.

Davis Polk & Wardwell has advised the exclusive dealer manager Deutsche Bank AG, London Branch in respect of the cash tender offer and consent solicitation by Greentown China Holdings Limited (Greentown) to purchase any and all of its outstanding US$400 million 9.00 percent Senior Notes due 2013. A leading residential property developer in China, Greentown primarily develops quality residential properties targeting middle to higher income residents in China. Partner William F. Barron advised on the offer.

Davis Polk & Wardwell has also advised Shanda Interactive Entertainment Limited, a leading interactive entertainment media company, on its acquisition of a controlling interest in Hurray! Holding Co Ltd, an artist development, music production and wireless interactive entertainment company. Under the terms of the agreement, which was completed on 9 June 2009, Shanda has acquired 51 percent of the issued and outstanding shares of Hurray!. The aggregate amount of the purchase price was approximately US$46.2 million. The tender offer is subject to a number of customary closing conditions and is expected to close in the third quarter of 2009. Partners James C. Lin and Mark J. Lehmkuhler from the firm’s Hong Kong office advised on the transaction, whilst London-based partner John D. Paton provided tax advice. Morrison & Foerster acted as legal counsel to Hurray! Holding Co Ltd. Weil Gotshal represented Nomura International (Hong Kong) Limited in its role as financial adviser to Hurray! Holding Co Ltd on the transaction. The Weil team was led by Akiko Mikumo, Managing Partner for Asia and head of the Hong Kong office.

Fried, Frank, Harris, Shriver & Jacobson LLP, in association with Huen Wong & Co, has represented joint placing agents China International Capital Corporation Hong Kong Securities Limited and Citigroup Global Markets Asia Limited in respect of the “top-up” placement of 90 million shares of Chinese manufacturer Xinyi Glass Holdings Limited (Xinyi), and the private placement of 80 million shares of Xinyi by its controlling shareholders. The combined transactions resulted in aggregate proceeds of approximately US$125 million. Corporate partners Joseph Lee and Joshua Wechsler led the firm’s team.

Gide Loyrette Nouel (GLN) has advised LuxChina Property Development Company, a joint venture between Dr Stanley Ho and Bernard Arnault, in relation to developing a property project in Shanghai. Shanghai-based partner David Boitout and Hong Kong-based partner Rebecca Silli led the team advising on the acquisition of project land, construction and operation related contracts and documents. Located in Hongqiao Development Zone, the project is known as L’Avenue Shanghai and is expected to create 140,000 square metres of premium commercial and retail space by 2012.

Mallesons Stephen Jaques has advised the owners of Mondaine Watch Limited in respect of their acquisition of the Hong Kong and mainland China-based watch and jewellery business of the EganaGoldpfeil (Holding) Limited’s group, which has worldwide manufacturing and distribution licenses for the Esprit and Puma watch and jewellery brands. The Mallesons team was led by the firm’s managing partner in China, Larry Kwok.

Paul, Hastings, Janofsky & Walker has advised Deutsche Bank AG, Hong Kong as the financial adviser of Franshion Properties (China) Limited (Franshion), a subsidiary of Sinochem Corporation, in a rights issue to raise approximately US$348.3 million. Franshion intends to use the proceeds to fund the company’s acquisition of Jin Mao Group, which owns the Jinmao Tower, a landmark office building in Shanghai. Hong Kong-based partner Raymond Li led the team.

Simmons & Simmons has advised the dealers (Barclays Bank PLC, BNP Paribas, DBS Bank Ltd, JP Morgan Securities Ltd, Mitsubishi UFJ Securities International plc, QNB Capital LLC and The Royal Bank of Scotland plc) on Qatari law issues in respect of Qtel’s groundbreaking US$5 billion Global Medium Term Notes programme. The programme is the first in Qatar not to be issued by a bank, the sixth largest debt programme on record in the Middle East, and the first MTN programme to be issued by a telecommunications company in the Middle East. Finance partner Samer Eido led the firm’s team, with assistance from TMT partner Alexander Shepherd from the Dubai office. Clifford Chance LLP acted as advisors to the issuer, QTEL International Finance Limited and the guarantor Qatar Telecom (Qtel) QSC, whilst Allen & Overy advised the dealers as to matters of English law.

Stamford Law Corporation has advised Temasek Holdings Private Limited (Temasek) on its S$437.5 million (approx US$303m) subscription in global commodities player Olam International Limited (Olam). The transaction, generally perceived as a strategic and mutually beneficial deal, will provide Temasek with a 13.76 percent stake in Olam post-subscription, making it the second-largest shareholder. Through its wholly-owned subsidiaries, Temasek will pay S$1.60 (approx US$1.1 dollars) per share for a total of 273.5 million new ordinary shares. The deal was led by senior director Lee Suet Fern and directors Ng Joo Khin and Soh Chun Bin.

Stamford Law Corporation has advised Neptune Orient Lines Limited (NOL) on its capital raising issuance that is expected to raise close to S$1.44 billion (approx US$1b). Looking for a competitive edge amidst the downturn, NOL is hoping to strengthen its balance sheet and fund its operations and prospective investments. News of the deal, which was structured quickly following intensive discussions with parties over a single weekend, pushed NOL’s share prices up by 10 percent on 2 June 2009. The joint lead managers and underwriters of the rights issue are DBS Bank Ltd, JP Morgan (SEA) Limited, Morgan Stanley Asia (Singapore) Pte and The Hongkong and Shanghai Banking Corporation Limited. The issue of three rights shares for every four existing shares is fully backed by majority owner Temasek Holdings. The firm’s advisory team was led by Lee Suet Fern and Ng Joo Khin.

WongPartnership LLP has acted for ElectroTech Investments Limited (EIL) in respect of the company’s merger with ETLA Limited (ETLA). Under the transaction, EIL has acquired all the shares in the capital of ETLA in consideration for the allotment and issue of new EIL shares to the ETLA shareholders by way of a scheme of arrangement under Section 210 of the Companies Act, Chapter 50 of Singapore. Partners Andrew Ang and Linda Wee led the transaction.

WongPartnership LLP has also acted for Armarda Group Limited in its placement of approximately 123 million new shares. Partners Raymond Tong and Lim Hon Yi led the transaction.

Finally, WongPartnership LLP has represented Straits Trading Company Limited (STC) and Tecity Pte Ltd (Tecity) in relation to a share transfer agreement pursuant to which Tecity and its related entities provided cash consideration and transferred approximately 14.7 million ordinary shares in WBL Corporation Limited to STC in return for the following: approximately 26.6 million ordinary shares in United Engineers Limited; approximately 3.6 million ordinary shares in Hotel Royal Limited; and 1 million SengKang Mall Ltd S$134 million Secured Fixed Rate Junior Bonds Due 2012, and held by STC and. The transaction value is approximately S$51.34 million (approx US$35.4m). Partners Andrew Ang and Dawn Law led the transaction.

Yulchon has represented both parties in a joint venture between Samsung Electronics Co Ltd and Samsung Electro-Mechanics Co Ltd. The transaction, valued at KRW 280 billion (approx US$215m) has resulted in the creation of Samsung LED Co Ltd and, although involving affiliates, was complicated by issues including in-kind contributions and business combination reports to several jurisdictions (including individual countries in the EU, as well as China and Korea). The firm’s team was led by attorneys Youngjin Jung, Sung Wook Eun and Kyoung Yeon Kim.