Deals – 22 November 2007

Clifford Chance has advised Lehman Brothers on their investment in Prajay Holdings Private Limited (a wholly owned subsidiary of Prajay Engineers Syndicate Limited, which is listed on the Bombay Stock Exchange) in relation to a real estate development project in Hyderabad, India by way of subscription for up to US$36 million of FDI-compliant convertible bonds.

Clifford Chance has advised Morgan Stanley Asia Limited and CCB International Capital Limited on the listing of GCL-Poly Energy Holdings Limited on the Main Board of the Hong Kong Stock Exchange. GCL-Poly is one of China’s largest foreign-owned independent cogeneration plant operators. The initial offer size was approximately US$152 million (HK$1.18 billion), and the shares were listed on November 13, 2007. The Hong Kong portion of the GCL-Poly offering was 905 times oversubscribed for 26,078,732,000 shares and has received subscription monies of more than HK$108 billion (US$14 billion). The international tranche was almost 211 times oversubscribed.

Colin Ng & Partners has acted for Kubera Fund Limited on its investment in Venture Infotek. Khaitan & Company acted for the target company and founders. Kubera Cross-Border Fund Limited, an investment company traded on the AIM market of the London Stock Exchange, has acquired a significant interest in Venture Infotek Limited, Mauritius for an equity investment of US$20 million. Venture Infotek Global Private Limited is a wholly owned subsidiary of Venture Infotek Limited, Mauritius and is India’s leading transaction processing company.

Freshfields Bruckhaus Deringer has advised China Oriental Group in its defence of an unsolicited voluntary general offer for all the shares in China Oriental from Smart Triumph Corporation (Smart Triumph). Smart Triumph’s sole shareholder is Ms Diana Chen Ningning, who is also the second largest shareholder of China Oriental Group. Smart Triumph’s offer valued China Oriental at approximately HK$11.7bn. As of October 2, 2007 (the deadline for acceptance of Smart Triumph’s offer) Smart Triumph had received acceptances from shareholders representing 16.62 percent of China Oriental, which when aggregated with Smart Triumph’s 28.11 percent shareholding, was below the minimum 50 percent acceptance condition. Accordingly, the Smart Triumph offer failed to become unconditional and has therefore lapsed.

Freshfields Bruckhaus Deringer has advised Danone Asia Pte Ltd on its disposal of 208.4827 million shares or a 20.01 percent stake in Bright Dairy, a Shanghai-based listed dairy products company, and the termination of the trademark license agreement between Danone and Bright Dairy for the use of certain Danone brands. The shares were sold to Shanghai Dairy Group and SI Food Products, the two largest state-owned shareholders in Bright Dairy, for a total consideration of approximately 954.85 million renminbi. The transaction is subject to approval by MOFCOM and the granting by CSRC of a waiver for a mandatory general offer.

Freshfields Bruckhaus Deringer has advised GE Capital on the Hong Kong Listing Rules issues of its US$50 million investment in Credit Orienwise Group Limited.

Herbert Smith has advised SAIF Partners, Hony Capital (a subsidiary of Legend Holdings) and IDG Technology Venture Partners on the HK$2.7 billion (US$350 million) management buyout and mandatory takeover offer for Digital China Holdings, a Hong Kong-listed IT services company based in China. It is one of the largest management buyouts in the PRC IT sector. Legend Holdings, as the controlling shareholder of Digital China, and General Atlantic Partners sold a combined 42.94 percent of shares to the private equity firms and Kosalaki Investments, a firm wholly owned by Mr Guo Wei, president of Digital China. Upon the close of the takeover offer, the consortium comprising SAIF, Hony Capital, IDG VC and Mr Guo became Digital China’s biggest shareholder with a stake of 40.29 percent, followed by Legend Holdings with 16.23 percent.

Johnson Stokes & Master has acted for Hang Lung Properties in the project conveyancing of the residential development ‘The Long Beach’ which comprises eight towers of buildings with 1,829 units and a gross floor area of 142,150 sq. m. plus a car-parking podium, erected on Kowloon Inland Lot No. 11152. We also advised on the set-up and the legal documentation (including the DMC) in relation to the project since the land was acquired.

O’Melveny & Myers has represented FU JI Food and Catering Services Holdings Limited in its issue of 1.5 billion renminbi (US$200 million) HKD settled zero coupon convertible bonds, which have been listed on the Hong Kong Stock Exchange. The lead manager for the issue was Citigroup. FU JI is an investment holding company listed on the Hong Kong Stock Exchange. It currently operates three principal lines of business, namely catering services, Chinese restaurants and manufacture of convenience food products. Part of the net proceeds will be used by FU JI for the acquisition of a majority stake in Sky Charm Group Limited, the holding company of a group of companies that operate the Golden Hans chain of restaurants in China.

Paul, Hastings, Janofsky & Walker LLP has represented Deutsche Bank AG Hong Kong Branch and JP Morgan Securities (Asia Pacific) Limited, the joint global coordinators, bookrunners and sponsors of the global offering of Zhong An Real Estate Holdings, which comprised a Hong Kong public offer and an international offering, including a 144A placement. The offering raised US$465 million (HK$3.62 billion). Zhong An Real Estate Holdings, is a leading real estate developer in China’s Yangtze River Delta region. The funds raised in the IPO will primarily be used to finance the development of existing Zhong An projects and to support future initiatives.

Paul, Weiss, Rifkind, Wharton & Garrison has helped Kolberg Kravis Roberts & Co (KKR) make its first investment in China and to structure, negotiate and execute the novel financing arrangements relating to that investment. KKR invested US$115 million in Tianrui Cement Co Ltd and arranged debt and equity financing for Tianrui Cement from the International Finance Corporation as well as US$335 million of long term US dollar and renminbi denominated financing from an international banking syndicate led by JP Morgan. The loan facility is the first financial sponsor-related, renminbi-denominated long term syndicated loan arranged by international banks in China.

Skadden, Arps, Slate, Meagher & Flom is representing Coastal Greenland Limited (Hong Kong), a property developer, in its US$150 million offering of units comprising US$150 million 12 percent guaranteed senior notes due 2012 and warrants for 111,622,500 shares of the company listed on the Hong Kong Stock Exchange.

Skadden, Arps, Slate, Meagher & Flom has represented Deutsche Equities India Private Limited, SSKI Corporate Finance Private Limited and UBS Securities India Private Limited as joint global coordinators in an approximately US$215 million Regulation S qualified institutional placement of shares by United Phosphorus Limited (India), a producer of chemicals and crop protection products. The shares were listed on the Bombay Stock Exchange and the National Stock Exchange of India.

White & Case has represented HowStuffWorks in its purchase of a majority shareholding in Intac International Inc, a NASDAQ listed internet company with operations in China.

WongPartnership has acted for China New Town Development Company Limited in its initial public offering of 400 million ordinary shares (including an international placement under Rule 144A and Regulation S), which raised gross proceeds of approximately US$185.30 million. This is the first private PRC township developer listed on the Singapore Exchange.