Deals – 14 June 2007

Allen & Overy has advised Standard Chartered Bank, as arranger, and the dealers in connection with the establishment of a US$1 billion sukuk programme by Emirates Islamic Bank, with a guarantee from its parent company, Emirates Bank International. Allen & Overy also advised the managers on the inaugural issue of US$ 350 million trust certificates due 2012 under the programme. The sukuk was issued through a special purpose vehicle established in the Cayman Islands, EIB Sukuk Company Limited. The sukuk programme is listed on the London Stock Exchange.

Cleary Gottlieb has represented Goldman Sachs, JP Morgan and the other underwriters in Koninklijke Philips Electronics NV’s sale of US$2.5 billion of American Depositary Shares (ADSs) representing common shares of Taiwan Semiconductor Manufacturing Company Limited. The offering, which closed June 17, ties the record for the largest ever equity deal by a Taiwanese company. Taiwan Semiconductor is the world’s largest dedicated semiconductor foundry, with common shares listed on the Taiwan Stock Exchange and ADSs listed on the New York Stock Exchange.

Cleary Gottlieb has represented LG Electronics Inc in its Reg S offering of US$500 million in floating rate notes due 2012. The notes are listed on the Singapore Stock Exchange. Deutsche Bank, HSBC, JP Morgan, Korea Development Bank and Morgan Stanley acted as joint lead managers. LG is a leading international brand-name manufacturer of consumer electronics products and components.

Cleary Gottlieb has served as transaction counsel in an offering by Woori Bank of US$1 billion 6.208 percent hybrid tier I securities, listed on the Singapore Stock Exchange. ABN AMRO, Credit Suisse, Deutsche Bank Securities, HSBC, Merrill Lynch International and Woori Investment & Securities were joint bookrunners and BMO Capital Markets and ING Wholesale Banking were co-managers for the offering, which priced on April 25 and closed June 7. Woori Bank is the flagship bank of Woori Finance Holdings, the largest holding company in Korea, whose shares are listed on NYSE. It is the third-largest commercial bank in Korea based on total loans and assets and provides a wide range of products and services to a broad spectrum of customers.

Hemant Sahai Associates, Advocates (HSA) has advised in the transaction marking the entry of Interbrew International BV, Belgium (InBev), the largest beer brewer in the world by volume, into India. HSA advised the majority Indian partner, RKJ Group, on the joint venture to manufacture, brew, produce, market and sell beer in the territory. The Indian JV will roll out the InBev internationally renowned brands Stella Artois, Beck’s and Lowenbrau. The proposed investment in the Joint Venture is approximately US$120 million.

Herbert Smith has advised Shanghai Zendai Property Limited, a leading Shanghai-based property developer, on its offering of US$150 million fixed-rate high-yield notes, due 2012. The notes were listed on the Singapore Exchange Securities Trading Limited, and offered in reliance on Regulation S under the Securities Act. Shanghai Zendai Property develops high-end residential properties, retail and other commercial properties. It presently has eight projects under development in Shanghai, Yangzhou, Haimen, Jilin City and Changchun. The funds will be used to finance the Group’s existing and new projects, as well as providing general working capital. Herbert Smith advised on the US and UK law aspects of the transaction.

Lovells has advised sponsor Bank of China International (BOCI) on the first initial public offering by a Chinese bookstore chain, Sichuan Xinhua Winshare, raising US$300 million after partial exercise of the over-allotment option. The H-share offer comprised a Hong Kong public offer and international placing of 369.4 million new shares, representing 15 percent of the enlarged issued share capital of Sichuan Xinhua Winshare, and raised gross proceeds of US$300 million after partial exercise of the over-allotment option. The company was listed on the Hong Kong Main Board on May 30. The Hong Kong public offer was 121 times over-subscribed allowing the deal to be priced at the top of the range.

Lovells has advised Jana Partners, a New York-based hedge fund on their successful bid to acquire a 30 percent equity interest in Shenyang Machine Tools Group Co Ltd (STMCL), China’s largest machine tool manufacturer for US$132 million (1.011 billion reminbi). The acquisition was undertaken in a competitive bid auction conducted via the Shanghai United Assets and Equity Exchange (SUAEE), a specialised equity-capital market which provides the entrance and exit route for investments in China. The SPA and JV Contract were signed during a highly publicised ceremony held at the company’s facility on June 9, 2007. This is one of first deals in China where the State-owned Assets Supervision and Administration Commission (SASAC) was the direct seller rather than a State Owned Enterprise group company and was also one of the first such sales to be conducted by way of competitive auction through the SUAEE.

Skadden, Arps, Slate, Meagher & Flom has represented Citigroup Global Markets Asia Limited and Morgan Stanley Dean Witter Asia Limited (as Hong Kong and US counsel), as co-lead underwriters in the US$246 million initial public offering of shares and listing on the Hong Kong Stock Exchange of Pacific Textiles Holdings Limited, a manufacturer of premium knitted fabrics. The shares were offered pursuant to a public offering in Hong Kong and a Rule 144A/Regulation S placement.

Skadden, Arps, Slate, Meagher & Flom has represented TM International Ltd, an investment entity owned by Telekom Malaysia Berhad (a voice and data telecommunications company and an Internet service provider), in its US$113 million acquisition of an additional 7 percent stake in PT Excelcomindo Pratama Tbk (a wireless telecommunications company in Indonesia) from AIF (Indonesia) Limited (a private equity fund sponsored by AIF Capital in Hong Kong) to give TM International ownership of a 67 percent stake in PT Excelcomindo.

Slaughter and May has advised CITIC Group in relation to the sale of its indirect interest in 50 percent of the voting rights in JSC Karazhanbasmunai (KBM), a Kazakhstan company, to CITIC Resources Holdings Limited, CITIC Group’s Hong Kong listed subsidiary, for a total consideration of approximately US$1 billion. KBM is engaged in the exploration, development and production of oil and holds the right to develop and produce oil in the Karazhanbas oilfield in Kazakhstan until 2020.

Slaughter and May has advised Crescent Point Group who led and arranged the US$30 million investment by China Brands Investments Limited as a corporate investor in the IPO of Belle International Holdings Limited. China Brands Investments Limited is an investment vehicle established by Crescent Point, and in which Groupe Arnault (the parent company of LVMH Moët Hennessy – Louis Vuitton) is the largest single investor. Belle, the largest women’s footwear retailer in the PRC, has recently completed its HK$8.7 billion global offering and listing of shares on the Hong Kong Stock Exchange in the most successful retail offering ever in Hong Kong, being 500 times oversubscribed.

Slaughter and May has advised Lehman Brothers Asia Holdings Limited in relation to the acquisition of a minority stake in Kingdee International Software Group Company Limited (Kingdee) which was announced and completed on June 4, 2007. Slaughter and May advised Lehman Brothers’ private equity arm in its co-investment in Kingdee with IBM WTC Asia Holdings LLC (IBM). Lehman Brothers and IBM are together expected to acquire an approximately 8 percent interest in Kingdee for a consideration of approximately HK$130 million (US$17 million). Lehman Brothers and IBM have developed an alliance to explore other opportunities of co-investment in the PRC and this is the first of an expected series of such co-investments. Kingdee is a company listed on the Hong Kong Stock Exchange and is a leading enterprise software solution provider in the PRC.

Slaughter and May has advised Morgan Stanley & Co International plc in relation to a concurrent equity and convertible debt issue by Zhongyu Gas Holdings Limited which was announced on May 28, 2007. The aggregate funds raised were US$82 million. Slaughter and May advised Morgan Stanley, as placing agent, in relation to the placing of existing shares in Zhongyu Gas, representing 17.55 percent of its existing issued share capital, by Hezhong Investment Holding Limited for a consideration of approximately HK$325 million (US$42 million). Following the placing, Hezhong subscribed for 279 million new shares in Zhongyu Gas. Slaughter and May also advised in relation to the concurrent offering by Zhongyu Gas of US$40 million one per cent. convertible bonds due 2012 which are convertible into ordinary shares in Zhongyu Gas.

Slaughter and May has acted for YTL Corp Finance (Labuan) Limited and YTL Corporation Berhad in relation to the issue by YTL Corp Finance (Labuan) Limited of US$300 million zero coupon guaranteed exchangeable bonds due 2012 exchangeable into ordinary shares of, and unconditionally and irrevocably guaranteed by, YTL Corporation Berhad. The bonds were listed on the Singapore Stock Exchange and the Labuan International Financial Exchange. YTL Corporation Berhad, whose shares are listed on the Main Board of Bursa Securities, Malaysia and the Tokyo Stock Exchange, is the holding company of an international group of companies.

Watson, Farley & Williams has acted for Global Process Systems Inc (GPS) on their 50 percent acquisition of Asia Offshore Services Pte Ltd (AOS) from, and subsequent joint venture with, Clough Ltd of Australia. AOS is based in Singapore and is involved in project logistics and operations support for companies involved in the offshore oil & gas sector. Deacons Singapore acted for Clough. Loo & Partners assisted WFW on Singapore law issues.