Allen & Gledhill LLP is advising Noble Group Limited (NG) and its substantial shareholder, Noble Temple Trading Inc (NTT), in respect of the agreement by the Chinese sovereign wealth fund China Investment Corp (CIC) to acquire 573 million shares in NG. The shares to be acquired include 438 million new shares in the capital of NG, which are valued at over S$925 million (approx US$655.6m), with the remaining shares to be acquired from NTT. Partners Lim Mei, Leonard Ching and Lee Kee Yeng are advising.

Baker & McKenzie is advising Regal Real Estate Investment Trust (Regal REIT) on its agreement to buy 75 percent of the total issued share capital of a subsidiary of Paliburg Holdings Limited, which owns a property located in Wanchai, Hong Kong. Under the agreement, Paliburg will undertake an asset enhancement programme on the property, which will be converted to include a 50-room hotel. With an agreed price of HK$468 million (approx US$60.3m), completion of the acquisition is conditional upon the satisfaction of certain conditions which are to be met by a long-stop date of 31 October 2009. Partners Milton Cheng and Debbie Cheung are leading the firm’s advisory team.

Baker & McKenzie has also acted as Hong Kong and US counsel to Sinopharm Group Co Ltd (Sinopharm), the largest distributor of pharmaceutical and healthcare products in China, in respect of its global share offering. Net proceeds from the global share offering, which is valued at HK$8.73 billion (US$1.13b) before exercise of the over-allotment option, will be used primarily to expand and improve the coverage of Sinopharm’s distribution network in the eastern, central and northwestern regions of China. Partner Elsa Chan (Hong Kong) and Anthony Jacobsen (Shanghai) provided advice on Hong Kong law whilst Hong Kong-based partners Brian Spires and Allen Shyu advised on US legal aspects of the offering.

Clayton Utz has advised ING Group NV on the sale of its 51 percent shareholding in ING Australia Limited to its joint venture shareholder, ANZ. The A$3.75 billion (approx US$3.3b) joint venture was established in Australia in 2002, with a parallel joint venture between ING and ANZ established in New Zealand in 2005. Partner Michael Parshall, who is joint head of the firm’s M&A practice, and partner Jacqueline Christie led the firm’s advisory team.

Clayton Utz has also advised Canadian-based media multinational Canwest in connection with the sell-down of its entire stake in Ten Network Holdings. The transaction took place by means of an A$680 million (approx US$598.4m) block trade via an agreement between Macquarie Capital Advisers Limited and Canwest’s subsidiary, Canwest MediaWorks Ireland Holdings. Michael Parshall led the firm’s team with support from partners Simon Truskett, Stuart Byrne and equity capital markets practice head Greg James.

Clifford Chance has advised Forum Asian Realty Income II LP, which is managed by global real estate investment management firm Forum Partners, on its investment in new mezzanine and convertible bonds issued to refinance the onshore Japan REIT vehicle of Galileo Japan Trust. Counsel Leng-Fong Lai, who led the firm’s Tokyo team in advising, has commented, “This is a significant transaction as it is one of the few “new money” deals that we are starting to see returning to the Japanese real estate market.” Partners Eiichi Kanda and Peter Kilner were also involved, whilst a separate team from the firm, led by Hong Kong-based counsel Anthony Oakes, acted for Citicorp International Limited as bond and security trustee.

Clifford Chance has also advised the underwriters on four IPOs on the Hong Kong Exchange in the past week. Partner Amy Lo led the firm’s team advising on each transaction, with assistance from partner Alex Lloyd. Details of the transactions are as follows:

• Advising JP Morgan, Morgan Stanley and UBS on the IPO of Wynn Macau, which is expected to raise around US$1.6 billion for the territory’s original Las Vegas-style luxury integrated resort. Partner Geraint Hughes was also involved.
• Advising Goldman Sachs and Morgan Stanley on the IPO of Yingde Gases, which is expected to raise around US$450 million.
• Advising Credit Suisse and Morgan Stanley on the IPO of China Resources Cement Holdings, which is expected to raise around US$800 million.
• Advising Macquarie Capital and Bank of China International on the IPO of Ausnutria Dairy, which is expected to raise around US$200 million.

In addition, Clifford Chance has advised the Bank of China in connection with the S$3.2 billion (approx US$2.2b) refinancing package for Huaneng Power International (HPI), which will be used to repay loans obtained to enable HPI’s purchase of Singapore electricity generator Tuas Power. The Bank of China lent S$2.8 billion under the refinancing package, with the additional S$400 million provided by China Construction Bank. Partner Ting Ting Tan led the firm’s team in advising.

Davis Polk & Wardwell LLP is advising China Investment Corporation (CIC), the Chinese sovereign wealth fund, in connection with its proposed US$1.9 billion investment in PT Bumi Resources Tbk (Bumi), the largest coal mining company in Indonesia. The investment is in the form of a debt-like instrument with a cash coupon of 12 percent per annum and a total IRR of 19 percent. The firm’s team is being led by Hong Kong-based partner William F. Barron, with London-based partner John D. Paton providing tax advice. Deutsche Bank and China International Capital Corporation are acting as financial advisers to CIC, whilst Jones Day is acting as legal adviser to Bumi.

Davis Polk & Wardwell LLP has also advised Metro Pacific Investments Corporation (MPIC), a leading diversified infrastructure holding and management company in the Philippines, in connection with a Rule 144A/Reg S offering of MPIC common shares. Majority shareholder Metro Pacific Holdings Inc (MPHI) offered 4.15 billion MPIC common shares for a total consideration of approximately 12.5 billion Philippine pesos (US$261 million), and subsequently subscribed for an equivalent number of newly issued common shares in MPIC. Partner William F. Barron (Hong Kong) led the firm’s advisory team with partner John D. Paton (London) providing tax advice. Picazo Buyco Tan Fider and Santos acted as domestic counsel to MPIC, whilst Allen & Overy advised the joint bookrunners, CLSA Singapore Pte Ltd and UBS AG, with respect to US legal matters.

Fried, Frank, Harris, Shriver & Jacobson LLP has represented Merrill Lynch and The Hongkong and Shanghai Banking Corporation Limited (HSBC) in connection with the global offering of ordinary shares by China Lilang Limited, a leading menswear brand in China. The firm also advised on the related listing of the shares on the Hong Kong Stock Exchange. Consisting of a Hong Kong public offering and a concurrent 144A/Reg S placement, the offering generated proceeds of approximately US$150 million. The firm’s team was led by corporate partners Victoria Lloyd and Joshua Wechsler.

Khaitan & Co has advised RT Outsourcing Services Limited (RT) and its promoters – Sonoma Management Partners Private Limited, Sanjeev Kakar and Shammi Moza – in relation to an investment in RT by New Enterprise Associates (NEA) FVCI Limited (NEA). Under the terms of the investment agreement, NEA subscribed to 100 equity shares and cumulative participating compulsory convertible preference shares in RT, whilst the promoters subscribed to warrants in RT, with the total transaction valued at US$13.5 million. Partner Bharat Anand led the firm’s advisory team.

KhattarWong has acted for Daiwa Securities SMBC Singapore Limited as manager, underwriter and placement agent, in respect of the IPO of Great Group Holdings Limited (GGH), an established undergarment manufacturer in the PRC. The net proceeds from the IPO were approximately S$15.8 million (approx US$11.2m), generated following an issue of 80 million invitation shares which comprised 65 million new shares and 15 million vendor shares. Partner Lawrence Wong from the firm’s corporate and securities laws department led the advisory team.

KhattarWong has also acted for Sihuan Pharmaceutical Holdings Group Ltd (Sihuan), an investment holding company presently listed on the Main Board of the Singapore Stock Exchange which is principally engaged in the research, development, production and sale of cardiocerebral vascular drugs and non-cardiocerebral vascular drugs, in connection with a voluntary conditional cash offer by China Pharma Limited, an investment holding company incorporated in Bermuda. Partner Yang Eu Jin advised.

Mallesons Stephen Jaques has advised JP Morgan as the underwriter in respect of the A$450 million (approx US$396.2m) capital raising by Lynas Corporation. The capital raising consisted of an unconditional institutional placement of new shares valued at approximately A$88 million, a A$295 million 1-for-1 underwritten non-renounceable pro-rata entitlement offer, and a A$67 million underwritten conditional placement. The funds raised by Lynas will be used for the first phase of the company’s Mount Weld project in Western Australia and associated processing facility in Malaysia, with the balance used for working capital. Partners Shannon Finch and John Sullivan led the firm’s team.

Minter Ellison has advised MyState Financial Credit Union of Tasmania Limited (MyState), Tasmania’s largest credit union and one of its leading ADIs, in respect of its merger with Tasmanian Perpetual Trustees Limited (TPT) to create one of Tasmania’s largest public companies in MyState Limited. The transaction involved the demutualisation of MyState and an issue of shares in MyState Limited as a consequence, and the listing of MyState Limited on the Australian Stock Exchange with a market capitalisation of over A$200 million (approx US$176.1m). Partners Tony Dhar and Jeremy Blackshaw were involved, also advising TPT in relation to the numerous regulatory approvals required.

Morrison & Foerster has acted as Hong Kong legal counsel to the joint bookrunners, BofA Merrill Lynch and BOC International, in connection with the US$404 million initial public offering of China South City Holdings Limited (CSCH), a leading developer and operator of logistics and industrial trade centres in China. The company is currently engaged in the development and management of China South City Shenzhen located in Pinghu, Shenzhen, one of the largest manufacturing and export regions in China. Partner Ven Tan led the firm’s team in advising on the Hong Kong offering.

Paul, Hastings, Janofsky & Walker has advised Zhuhai Municipal Government, Zhuhai Gouyuan Investment Limited and Zhuhai Zhu Kuan Group Holdings Limited on the completion of the long-running RMB 3.11 billion (approx US$55 million) debt restructuring by Zhu Kuan (Hong Kong) Company Limited and Zhu Kuan Group Company Limited (Zhu Kuan), both window companies of the Zhuhai Municipal Government in Hong Kong and Macau respectively. The restructuring was necessitated following the Asian crisis in 1997, with provisional liquidators appointed in August 2003. Zhu Kuan had approximately HK$8 billion (approx US$1.17b) in debt and a total of 47 bank and financial creditors located in the PRC, Hong Kong and Macau. This is the first ever three-way restructuring of its kind involving the PRC, Hong Kong and Macau. The firm’s team was led by corporate partners Chau Ho and Raymond Li.

Rodyk & Davidson LLP has successfully defended Aurigin Technology Pte Ltd (Aurigin), a Singaporean company which designs, develops and manufactures automation machines and manufacturing solutions for advanced semiconductor packaging, in the Singapore High Court against claims of patent infringement brought by ASM Assembly Automation Ltd, a subsidiary of ASM Pacific Technology Limited which is the world’s largest assembly and packaging equipment supplier for the semiconductor and LED industries. The 23 day trial ended with the Court dismissing the infringement claims and, amongst other things, ordering an inquiry to assess damages. IP & technology partner Lee Ai Ming and litigation & arbitration partner Low Chai Chong led the firm’s team.

Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates has acted as sole international counsel to UBS in connection with a US$66 million private placement of equity shares by 3i Infotech, a worldwide provider of IT and IT-enabled solutions and services. The shares were placed with qualified institutional buyers in India, and other institutional investors outside India. The firm’s team included partners Jonathan Stone and Rajeev Duggal.

Slaughter and May, acting as US counsel, and Davis Polk & Wardwell LLP, acting as Hong Kong counsel, have advised Metallurgical Corporation of China Ltd (MCC), one of the largest engineering and construction companies in the world, in respect of its recent US$5.3 billion global offering. The offering was comprised of H shares, consisting of an IPO on the Hong Kong Stock Exchange and an international offering in reliance on Rule 144A and Reg S, and a concurrent offering of A shares listed on the Shanghai Stock Exchange. The transaction is the largest IPO in Hong Kong in 2009, and reportedly also the world’s second-largest initial offering this year. Partner Benita Yu led the firm’s advisory team from Slaughter & May, whilst the Davis Polk team included Beijing-based partner Show-Mao Chen. Freshfields Bruckhaus Deringer acted as Hong Kong counsel to the underwriters – Morgan Stanley, China International Capital Corp, Citigroup Inc and CITIC Securities – with Morgan Stanley also acting as sole global coordinator on the transaction. The firm’s team was led by Hong Kong-based partner Kay-Ian Ng. Shearman & Sterling also advised the underwriters as US counsel, with Beijing capital markets partner Alan Seem leading the team and partner Larry Crouch providing tax advice.

Stamford Law Corporation has acted for MAP Technology Holdings Limited (MAP), an SGX Mainboard-listed integrated data storage service provider, in respect of its renounceable non-underwritten rights issue of up to 1.5 billion new ordinary shares. The issue was more than two times oversubscribed. Proceeds valued at S$15 million (US$10.3m) were raised, which will be used to fund the growth of MAP through diversification, mergers and acquisitions. Director Ng Joo Khin led the transaction.

Stamford Law Corporation has also represented KS Energy Services Limited (KS), a SGX Mainboard-listed leading distributor of oil and gas equipment, in its renounceable non-underwritten rights issue of 84 million warrants. The issuance has raised initial proceeds of S$17 million (US$12m), with further proceeds of S$118 million (US$81.3m) expected in the event that all warrants are exercised. Director Bernard Lui led the transaction.

Winston & Strawn LLP has represented William Blair & Company LLC as sole book running lead manager in relation to the underwritten offering of common stock by SmartHeat Inc, a US publicly-listed company with operations in the PRC. Over 8.3 million shares were issued and sold, which included the exercise in full of the underwriters’ over-allotment option, generating a value of over US$74.9 million. Hong Kong-based partner Simon Luk, who is chairman of the firm’s Asia practice group, worked with New York-based partner Eric Cohen on the cross-border transaction.

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