Deals – 19 July 2007

Clifford Chance advised W.P. Carey & Co. Inc. on the lease agreement of Shanghai Bund No. 12 Building.

Clifford Chance advised Bumrungrad International Limited, a wholly owned subsidiary of Bumrungrad Hospital PCL (a company listed on the Thailand Stock Exchange) on its acquisition of 100 percent of the shares in Asia Renal Care Ltd for a consideration of US$70 million.

Clifford Chance advised Istithmar PJSC, a leading private equity and alternative investment house headquartered in Dubai, acquire (through one of its wholly-owned subsidiaries) approximately 9.91 percent shareholding interest in Hans Energy Company Limited, a company listed on the main board of the Hong Kong Stock Exchange and an integrated logistics service provider in China’s mainstream energy sector. The deal marks Istithmar’s first investment in the PRC market.

Fried Frank (in association with Huen Wong & Co.) represented New World Department Store China Limited in connection with its global offering of ordinary shares for aggregate proceeds of approximately US$300 million. The global offering consisted of an initial public offering of ordinary shares, which were listed on the Hong Kong Stock Exchange, and a concurrent 144A/Reg S placement. New World Department Store China Limited is one of the largest owners and operators of department stores in China. Deutsche Bank and HSBC acted as joint global coordinators for the offering.

Herbert Smith advised Fosun International Limited on a US$1.5 billion IPO. Fosun, one of China’s largest privately owned conglomerates, raised HK$11.54 billion (US$1.5 billion) in an initial public offering on the Hong Kong Stock Exchange. Herbert Smith advised Fosun on its listing, which was one of the largest IPOs in Hong Kong this year. Fosun offered 1.25 billion shares at HK$9.23 per share, the top of the marketed price range. The shares represent 20 percent of the company’s enlarged share capital. Trading began on July 16th. Morgan Stanley, UBS and China International Capital Corporation were joint bookrunners and lead managers for the offering.

Herbert Smith advised Goldman Sachs as the sole global coordinator and sponsor on the global offering of Delta Networks, Inc., a Taiwan-based original design manufacturer of networking products. The global offering consisted of 313.6 million shares, including 31.3 million new shares, which were priced at the top of the price range at HK$4.50 per share. Delta Networks raised approximately HK$1.41 billion in connection with the offering. The funds will be used for the construction of new manufacturing sites, production expansion, future strategic acquisitions, working capital and other general corporate purposes.

Johnson Stokes & Master acted for Sotheby’s in a passing off claim in Hong Kong and successfully obtained, inter alia, a permanent injunction against three unauthorised Hong Kong companies who adopted Sotheby’s Chinese mark “蘇富比” as part of their company names. The case has been widely covered in the local and overseas press.

Lovells Lee & Lee in Singapore acted for Standard Chartered Bank in its arrangement of a US$75 million one-year syndicated term loan facility to Rizal Commercial Banking Corporation of the Philippines. The syndicate of lenders was comprised of ten banks with Raiffeisen Zentralbank Österreich AG, Singapore Branch, Standard Chartered Bank and Natixis, Hong Kong Branch, as mandated lead arrangers of the facility.

Indiabulls Real Estate Limited raised US$400 million of capital by way of offering equity shares in the company as Global Depositary Receipts (GDRs) priced at US$10.32 per GDR, to be listed and traded on the Luxembourg Stock Exchange (GDR Issue). Nishith Desai Associates acted as legal counsel to Merrill Lynch International, the Lead Underwriter, to this GDR Issue.

Nishith Desai Associates acted for Indiareit Offshore Fund and Indiareit Fund – Scheme I, real estate private equity funds with a joint corpus of approximately US$300 million, in its investment of approximately US$61 million in a project that involved development of a Special Economic Zone and residential/commercial township in Pune by Paranjape Schemes (Constructions) Limited, one of the renowned real estate developers in Pune, Maharashtra.

Nishith Desai Associates acted as legal counsel to Red Fort India Real Estate I, L.P., a real estate private equity fund managed by Red Fort Capital, in its investment of approximately US$22 million in a commercial real estate project in Bangalore to be developed by Prestige Constructions Group. Prestige, one of the renowned developers in Bangalore, is engaged in the business of real estate construction and development in India.

Nishith Desai Associates acted for Indiabulls Financial Services Limited (the company), which raised approximately US$300 million of capital by offering equity shares in the company (Shares) as Global Depositary Receipts (GDRs) priced at US$13.06 per GDR to be listed and traded on the Luxembourg Stock Exchange (GDR Issue).

O’Melveny & Myers advised CCMP Capital Asia (CCMP) on the completion of the acquisition, by funds managed by CCMP Capital Asia Ltd., of a controlling stake in Kaidi Power Environmental Protection Co. (KDPE), China’s leading provider of air pollutant control engineering, procurement, and construction (EPC) services. CCMP acquired the stake in KDPE from Wuhan Kaidi Power Co., Ltd. KDPE delivers large-scale projects to remove sulphur, nitrogen, and other pollutants from waste gases produced by coal thermal electric power plants. It is also heavily involved in the research and development of new pollution control technologies.

Paul, Hastings, Janofsky & Walker LLP (Paul Hastings) represented UBS, the sole bookrunner and joint lead manager for the US$1 billion bond issue by PT Perusahaan Listrik Negara (PLN), Indonesia’s state-owned electricity power company. This marks the second time PLN has tapped international capital markets and matched their 2006 US$1 billion bond offering as the largest-ever corporate debt sale in Indonesia and one of the largest corporate high yield issuances in Asia. Paul Hastings advised UBS on both deals.

Skadden represented Goldman Sachs (Asia) L.L.C. as lead underwriter in the US$387.5 million global initial public offering and listing on the Hong Kong Stock Exchange of shares of Stella International Holdings Limited, a manufacturer of causal and fashion footwear.

Skadden acted as United States and Hong Kong counsel for Delta Networks, Inc., an original design manufacturer of networking products headquartered in Taiwan, in its US$181 million initial public offering of shares and listing on the Hong Kong Stock Exchange. This was an unusual transaction, given that it was a spin-off listing from Taiwan-listed Delta Electronics, Inc., a company that is engaged in the production of power supply, visual display and telecommunications products. A portion of the shares were sold to US qualified institutional buyers in reliance on Rule 144A.

WongPartnership acted for CapitaLand Limited in the issue of US$660 million 2.95 percent convertible bonds due 2022. The Bonds are convertible into ordinary shares of the company. This deal is the largest convertible bonds issuance in Singapore to date.

WongPartnership acted for J.P. Morgan (S.E.A.) Limited as Sole Global Coordinator, Sole Bookrunner, Lead Manager and Underwriter, in the initial public offering of shares in Financial One Corp. (comprising an international placement under Regulation S), which raised gross proceeds of approximately US$169 million.