Allen and Gledhill has advised Pavillion REIT Management Sdn Bhd (PRM), as manager of Pavillion REIT (Pavillion REIT), in respect of the completion of its IPO of 790 million units on Bursa Malaysia Securities Berhad raising gross proceeds of approximately MYR695.2 million (US$223.1m). The proceeds are to part finance Pavillion REIT’s acquisition of Pavillion Kuala Lumpur Mall and Pavillion Tower, which has an aggregate appraised value of approximately MYR3.5 billion (US$1.12b). Partners Jerry Koh, Chen Lee Won, Chua Bor Jern and Teh Hoe Yue led the transaction whilst Rahmat Lim & Partners, led by partners Lim Teong Sit, Zandra Tan and Lee Yee Ling, advised on Malaysia law.

Allen and Gledhill has also advised Soilbuild Group Holdings Ltd (Soilbuild) and its special purpose vehicles in respect of Solidbuild’s purchase of four industrial property clusters comprising seven flatted factory blocks and three amenity centres which were put up by JTC Corporation for sale by tender. The properties were sold subject to multiple tenancies for a total consideration of approximately S$288 million (US$225.5m). Immediately following the completion of the sale, Soilbuild entered into a separate sale and purchase agreement with an SPV for each cluster and assigned the respective lease to such SPV. Partners Tan Yah Piang and Sunit Chhabra advised Soilbuild whilst the financiers to Soilbuild and its SPVs were advised by partner Julie Sim.

Allen & Overy has advised Asian Development Bank (ADB) in respect of a US$100 million B loan facility, extended together with China Everbright International Ltd and six other banks, to finance a series of waste-to-energy plants using clean technology across the PRC. The transaction was ADB’s first private sector waste-to-energy financing in China. The B loan was arranged by Mizuho Corporate Bank Ltd and Hang Seng Bank Ltd involving Mizuho Corporate Bank Ltd, Hang Seng Bank Ltd, Bank of Kaohsiung, Cathay United Bank Company Ltd, Chang Hwa Commercial Bank Ltd and Export Development Canada as loan participants. Matthew Bisley led the transaction.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised in respect of the joint venture between Chinese home appliance maker Midea and US-based Carrier for manufacturing and distributing air-conditioning systems in India. The JV, which will be based in India, is aimed at pooling the businesses and strengths of the two companies in the country to take on well-entrenched Korean and Japanese rivals in the fast-growing market for air conditioners. Midea will own 60 per cent of the venture, with Carrier owning the rest. Partner Harry Chawla led the transaction.

Appleby has acted as Cayman and BVI counsels for The Siam Commercial Bank in respect of the retail business subsidiaries of the Charoen Pokphand Group (which consists of CP Holding (BVI) Investment Co Ltd, CP Lotus Corporation and Shanghai Lotus Supermarket Chain Store Co Ltd) on their acquisition financing totallng US$360 million from four local banks to support its retail expansion plans in China. The four banks include Siam Commercial Bank, Krung Thai Bank, Bangkok Bank and Thanachart Bank. The loan will play a very important part in driving the growth of Thailand’s offshore businesses and enhance the strength of the Thai economy as a whole, as well as support CP Lotus’ rapid growth following its restructuring two years ago. Partner Jeffrey Kirk led the transaction.

Appleby has also acted as Cayman counsel for Kai Shi China Holdings Company Ltd, a real estate developer focusing on mid-rank to upscale residential properties in Dalian Lvshunkou, China, in respect of its listing on the HKSE on 12 January 2012, with gross proceeds of approximately HK$180 million (US$23.2m). China Merchants Securities (HK) Co Ltd is the sole bookrunner, lead manager and sponsor of the listing. Partner Judy Lee led the transaction. Loong & Yeung advised as to Hong Kong law whilst King & Wood advised as to PRC law. Pang & Co, in association with Salans and Shu Jin Law Firm, advised the sponsor and underwriters as to Hong Kong and PRC law, respectively.

Baker & McKenzie has advised The Link Real Estate Investment Trust (The Link REIT) in respect of its acquisition of the commercial portion of Maritime Bay in Tseung Kwan O for a consideration of HK$588.4 million (US$75.8m) from a company indirectly wholly-owned by Sino Land Company Ltd. The transaction completed on 16 January 2012 and is the second property acquisition by The Link REIT since its IPO. Partner Edmond Chan led the transaction.

Clifford Chance has advised Bank of China (Hong Kong) Ltd and Standard Chartered Bank as joint lead managers and joint book-runners in respect of the Agricultural Development Bank of China’s (ADBC) offering of RMB3 billion (US$475m) bonds in Hong Kong. The offering was priced on 10 January 2012. The bonds are targeted at institutional investors, with terms of two, three and five years and coupon rates of 3 per cent, 3.2 per cent and 3.5 per cent, respectively. The deal represents ADBC’s first offshore bond issuance and the first listing of RMB bonds issued by a mainland financial institution on the HKSE. Partner Connie Heng led the transaction.

Freshfields Bruckhaus Deringer is advising financial investor RHJ International (RHJI) in respect of the divestment of its stake in Japanese automotive supplier Asahi Tec Corporation to funds managed by Japanese private equity firm Unison Capital Group. The transaction is valued at approximately JPY14.2 billion (US$185m). The divestment is a further step in RHJI’s transformation into a group with exclusive focus on financial services. Partners Stephan Waldhausen, Edward Cole and Junzaburo Kiuchi led the transaction.

Freshfields Bruckhaus Deringer has also advised the underwriters in respect of PICC Property & Casualty Company Ltd’s domestic share and H-share rights issue which raised approximately US$788m million. PICC is the first PRC-incorporated company listed on the Main Board of the HKSE to complete a simultaneous domestic share and H-share rights issue. This is also the first H-share rights issue by a Chinese insurance company. The proceeds will be used to strengthen PICC’s capital base and improve its solvency margin. The underwriters were CICC, HSBC and Goldman Sachs. Partners Richard Wang and Calvin Lai led the transaction.

LS Horizon Ltd has represented Krung Thai Bank Public Company Ltd in respect of the THB1.32 billion (US$42.5m) credit facilities to be granted to Titanium Properties (Thailand) Ltd and Titanium Villa (Thailand) Ltd for the purchase of land and the construction of new hotel in Phuket. Partners Chaipat Kamchadduskorn and Montien Bunjarnondha led the transaction.

LS Horizon Ltd has also represented Krung Thai Bank Public Company Ltd in respect of the THB5 billion (US$160m) short term loan to be granted to SCG-Dow Chemical group of companies. Partners Chaipat Kamchadduskorn and Montien Bunjarnondha also led the transaction.

Pinsent Masons has advised Quam Capital Ltd, the listing sponsor, and the underwriters in respect of the HK$70 million (US$9m) placing of shares and listing of Noble House (China) Holdings Ltd on the Growth Enterprise Market of the HKSE. Chinese based Noble House owns and operates a premium restaurant chain across several regions in China. Partner Kenneth Chong led the transaction.

Rahmat Lim & Partners has acted as Malaysian law counsel for Nippon Steel Corporation in respect of its sale and purchase agreement with Tatt Giap Steel Centre Sdn Bhd to acquire approximately 9 million shares representing a 40.1 per cent equity stake in Nippon EGalv Steel Sdn Bhd (NEGALV) for an aggregate price of approximately MYR19.1 million (US$6.13m). Following the acquisition, Nippon Steel’s existing equity stake in NEGALV will be raised to 50.1 per cent. Partner Chia Chee Hoong led the transaction.

Rajah & Tann has advised Kendall Court (Singapore) Pte Ltd, an affiliate of Kendall Court Mezzanine (Asia) Bristol Merit Fund LP, in respect of its subscription of approximately S$5.59 million (US$4.38m) new cumulative redeemable convertible preference shares in the capital of Singapore Medical Group Ltd. Partner Danny Lim led the transaction which was announced on 28 December 2011 and is still on-going, pending fulfillment of conditions precedent to the subscription.

RHT Law has advised Asia Water Technology Ltd (Asia Water) in respect of its acquisition, through its special purpose vehicle Thrive Bloom Ltd, of 50 per cent shareholding in Wenling Hanyang Resources Power Co Ltd (WHRP), a company incorporated in the PRC. The acquisition was made via a share and purchase agreement dated 3 July 2011, by acquiring the intermediate holding companies Lap Yin International Ltd (incorporated in BVI) and Hanyang Investment Holding Company Ltd (incorporated in Hong Kong). The deal is valued at RMB120.45 million (US$19m). WHRP is engaged in waste incineration power generation. Partners Lawrence Wong and Chen Mao led the transaction. RHT Corporate Advisory Pte Ltd, a member of the RHT Law Group of Companies, was also involved in this deal, together with Deloitte (Hong Kong) and Zhong Lun Law Firm.

RHT Law has also advised Asia Water Technology Ltd in respect of its acquisition of the entire issued and paid-up share capital of SI United Water Holdings (BVI) Ltd as an interested person transaction, and the entire issued and paid-up share capital of Golden Bell Development Ltd for a consideration of RMB604 million (US$95.6m). Through its special purpose vehicle Thrive Key Ltd, Asia Water acquired 75.5 per cent of the paid-up registered capital in United Environment Co Ltd (incorporated in the PRC) by acquiring the intermediate holding companies SI United Water Holdings (BVI) Ltd. The acquisition was completed on 28 December 2011. United Environment Co Ltd is engaged principally in waste water treatment, tap water and reclaimed water treatment, garbage treatment, project investment, management and consultation of refuse treatment in the PRC. Partners Lawrence Wong and Amanda Chen led the transaction.

Shook Lin & Bok has acted for the MSO Trust, a joint venture business trust indirectly owned by CapitaLand Commercial Ltd and Mitsubishi Real Estate Co Ltd, in respect of a S$890 million (US$696.5m) secured syndicated loan facility to finance the acquisition and redevelopment of the Market Street carpark into a commercial building. Partner Prakash Raja Segaran led the transaction.

Slaughter and May, Hong Kong, is advising Zhengzhou China Resources Gas in respect of its proposed privatisation and withdrawal of H shares from listing on the HKSE by China Resources Gas Group (CRGG), the controlling shareholder of Zhengzhou China Resources Gas, which holds an interest of approximately 56.87 per cent. CRGG proposes to make a voluntary conditional offer under the Takeovers Code for the remaining H shares and shares in Zhengzhou China Resources Gas that it does not already hold, up to a maximum value of HK$795.13 million (US$102m). Zhengzhou China Resources Gas is principally engaged in the sale of natural gas, pressure control equipment and gas appliances, the construction of gas pipelines and the provision of gas pipeline renovation services in Zhengzhou, PRC. The transaction was announced on 19 October 2011 and the H shares of Zhengzhou China Resources Gas are expected to be withdrawn from HKSE listing on 14 February 2012. Partners Benita Yu and Peter Lake are leading the transaction.

Slaughter and May, Hong Kong, is advising China Power New Energy Development Company (CPNE) in respect of its placing of new shares to China Three Gorges Corporation. Under a share purchase agreement, CPNE will issue HK$2.1 billion (US$269m) new shares to China Three Gorges, giving China Three Gorges a 29.05 per cent share in the enlarged share capital of CPNE. CPNE is principally engaged in the development of clean energy in the PRC. China Three Gorges is a PRC wholly-owned state enterprise and manages the construction and operation of the Three Gorges Project. Partner Benita Yu leads the transaction which was announced on 12 December 2011.

Stamford Law has advised Reyoung Pharmaceutical, a manufacturer and distributor of pharmaceutical and personal hygiene products based in the PRC, in respect of an exit offer made by its major shareholders. The exit offer priced the shares of Reyoung at an attractive premium over the last traded price prior to the announcement of the exit offer and was almost twice the average weighted price over the 12-month period prior to the announcement of the exit offer, valuing the deal at S$166 million (US$130m). This transaction was part of a significant trend of de-listing/privatisation transactions that took place on the SGX, in particular for China-based companies, which was an indication of the low valuations placed on such companies when compared to peers traded on other exchanges. Partner Soh Chun Bin led the transaction.

Stamford Law is also advising the Fong Family in respect of disputes which have arisen following the death of the patriarch, Peter Fong. The disputes in questions relate to corporate governance issues in a well-known company, trading in the oil and gas industry, issues of fraud, money laundering, corruption and false accounting, allegations of shareholder oppression and estate issues arising from the death of Peter Fong. In total, the finances and affairs of 50 companies are being contested. Partner Tan Chuan Thye heads the advisory team.

Vinson & Elkins has advised Sinopec in respect of the closing of its acquisition of a 37.5 per cent equity interest in Yanbu Aramco Sinopec Refining Company (YASREF) Ltd, a Saudi company that is developing a 400,000 barrel per day nameplate capacity petroleum refining facility in Yanbu, Saudi Arabia. Saudi Aramco owns the remaining 62.5 per cent equity interest. The parties envisage that the facility will cost around US$8.5 billion to develop. Paul Deemer and Nicholas Song led the transaction.

White & Case has represented Saudi Arabian Oil Company (Saudi Aramco) in respect of its joint venture with China Petrochemical Corporation (Sinopec) to build, own and operate a grassroots full conversion oil refinery to be located in Yanbu, Saudi Arabia. Once completed, the new refinery will have capacity to process 400,000 barrels per day of heavy crude oil and will produce a full slate of refined products. The Saudi Arabian joint company established to implement the project is named the Yanbu Aramco Sinopec Refining Company (YASREF) Ltd. Construction of the refinery is under way and is scheduled to be operational in 2014. Partners Wendell Maddrey, Jason Webber, Hallam Chow and Waleed Al-Nuwaiser led the transaction.

WongPartnership has acted for DBS Bank Ltd as sole manager and underwriter in respect of GMG Global’s placement of 3.84 billion new shares at an issue price of S$0.091 per share, to raise net proceeds of approximately S$349.1 million (US$273.2m). Partner Tok Boon Sheng acted on the matter.

WongPartnership has also acted for Ascendas Funds Management (S) Ltd, the manager of Ascendas Real Estate Investment Trust, in respect of the S$80 million (US$62.6m) acquisition of 3 Changi Business Park Vista from CBP3 Pte Ltd, which is A-REIT’s sixth property within Changi Business Park, one of the two business parks in Singapore. Sited on a land area of 7,710 sqm with a gross floor area and net lettable area of 18,388 sqm and 15,261 sqm respectively, 3 Changi Business Park Vista is a 6-storey building with a current occupancy of about 95per cent, which include tenants such as AkzoNobel and Discovery Asia. Partners Dorothy Marie Ng and Serene Soh acted on the matter.

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