Deals – 26 April 2007

Baker & McKenzie has advised Calyon Financial Hong Kong Ltd on its joint venture with CITIC East China (Group) Corp Ltd to form a new futures brokerage entity, established under the Closer Economic Partnership Arrangement. The joint venture is subject to regulatory approvals from China Securities Regulatory Commission and other relevant bodies. Upon approval, the joint venture may become the first futures brokerage in Shanghai and second futures brokerage in China that is jointly owned by a Chinese firm and a Hong Kong brokerage firm. Calyon Financial is part of the Credit Agricole Group and is a leading global futures brokerage firm.

Baker & McKenzie has advised K-Power Co Ltd in its refinancing of the KRW 440 billion original project financing closed in January 2005. The facility size was increased to KRW 500 billion. The refinancing was arranged by The Korea Development Bank and participated by more than ten financial institutions. K-Power Co Ltd is a joint venture between SK Corp and BP plc and is the first merchant power plant in Korea.

Baker & McKenzie has assisted MacarthurCook, one of Australia’s emerging international real estate investment managers, on the successful acquisition of 12 Singapore industrial properties for S$316.2 million (US$208 million). The properties formed the initial portfolio of the MacarthurCook Industrial REIT (MI-REIT), which commenced trading on the Main Board of Singapore Exchange Securities Trading Limited (the SGX-ST) yesterday. It is intended that more industrial properties will be acquired in Asia for the MI-REIT.

Baker & McKenzie has advised Publicis Groupe on its acquisition of a majority stake in Chengdu-based Yong Yang, a leader in field force logistics, retail and promotional marketing. The transaction is subject to Chinese regulatory approvals. Publicis Groupe is the world’s fourth largest communications group, as well as the world’s second largest media counsel and buying group.

Baker & McKenzie has advised SK E&S Co Ltd in its joint venture with China Gas Holdings Limited to pursue piped, compressed and liquefied natural gas and other energy projects in the PRC and other areas. The joint venture, in which SK E&S Co Ltd will hold a 50 percent interest, will start with the initial investment of US$20 million. SK E&S Co Ltd has the largest city gas network in Korea and is a 51 percent subsidiary of SK Corp, the largest oil refinery in Korea.

Baker & McKenzie has acted for Vietcombank Fund Management, a joint venture between Vietnam’s largest State-owned bank, Vietcombank, and VCH, a Singaporean fund management company, in the establishment of Vietcombank Partners Fund 2, an investment fund targeting mainly pre-IPO Vietnamese companies. This fund differs from the others in the local market as it is locally managed, but incorporated off-shore, in the Cayman Islands as an exempted limited liability company. The fund closed with subscriptions of US$120.8 million, from an initial call for US$50 million in subscriptions. The foundation investors were DBS Private Equity and Dubai Investment Group. The other investors are ING Asia Private Bank, DBS Private Banking, and Nomura.

Cleary Gottlieb has acted for KT Corporation in its Regulation S offering of US$200 million, 5.125 percent notes due 2012. The offering closed April 23, 2007. KT Corporation is the leading telecommunications service provider in Korea. Its integrated services include fixed-line telephone, broadband Internet and mobile telecommunications services. Citigroup and Goldman Sachs International were joint lead managers and joint bookrunners for the offering of the notes, which were listed on the Singapore Stock Exchange.

Gide Loyrette Nouel has advised the French automotive components manufacturer Plastic Omnium in setting up a joint venture company together with the Sino-American automotive components manufacturer Yanfeng Visteon (joint venture company between Visteon Corporation and Shanghai Automotive Industrial (SAIC)). The new company, to be jointly controlled by Plastic Omnium and Yanfeng Visteon, will consolidate the exterior components businesses of the Chinese partner. It will start up operations late in first-half 2007, supplying several customers from two production facilities in Anting and Chongqing and will employ approximately 500 people.

Herbert Smith has advised China Petroleum & Chemical Corporation (Sinopec), one of the largest integrated energy and chemical companies in China, on a HK$11.7 billion (US$1.5 billion) zero coupon convertible bond offering. This was the largest ever convertible bond offering in Asia (ex-Japan) and the largest convertible bond offering by a Chinese issuer. The offering of zero coupon bonds, with a seven year maturity, was launched on April 17, 2007 and closed on April 24, 2007. The conversion price was set at HK$10.76 per share subject to further adjustment. The bonds, which are convertible into new H shares, are listed on the Hong Kong Stock Exchange. The net proceeds of the issue will be used to refinance Sinopec’s existing foreign currency debts. The offering was jointly arranged by Lehman Brothers and Goldman Sachs.

Linklaters has advised Aseambankers, HSBC and UBS Investment Bank as Joint Lead Managers, and The Hongkong and Shanghai Banking Corporation Limited as International Trustee on the issuance of a US$300 million subordinated Sukuk by Malayan Banking Berhad (Maybank). The offering, which closed April 25, 2007, is structured so as to be Islamically compliant, making it the first lower tier two Sukuk issue of its kind. The issuer for the transaction is MBB Sukuk Inc, a special purpose vehicle incorporated in Labuan. The Sukuk was structured on a ten Non-Call five-year basis, and qualifies as Tier 2 capital. Proceeds will be utilized to fund Maybank Group’s Islamic banking operations and for general Islamic banking purposes.

Lovells has advised joint sponsors Morgan Stanley and UBS on the largest ever initial public offering by a Chinese real estate developer, Country Garden Holdings Company Limited, raising US$1.65 billion (pre-over-allotment option). The offer comprised a Hong Kong public offer and international placing of 2.4 billion new shares, representing 15 percent of the enlarged issued share capital of Country Garden, and raised gross proceeds of US$1.65 billion. Full exercise of the over-allotment option will raise a further US$250 million. Country Garden is the second largest Hong Kong IPO so far in 2007. The Hong Kong public offer was 255 times over-subscribed allowing the deal to be priced at the top of the range. The subscription amount of US$42 billion makes the IPO the second most popular retail offering in Hong Kong on record. Country Garden is an integrated property developer specialising in the development of large-scale residential community projects in newly urbanised areas and suburban areas of large cities.

Skadden, Arps, Slate, Meagher & Flom has represented Citibank NA in its proposed acquisition of Bank of Overseas Chinese (BOOC), a commercial bank based in Taiwan. The acquisition, which is structured as a cash out merger under Taiwanese law, is subject to several conditions including BOOC shareholder approval, Taiwanese and US regulatory approvals and the agreement of 90 percent of BOOC employees to standard Citi employment terms. The merger is valued at US$426 million, subject to a pre-closing adjustment related to the total cost of buying out the existing employee benefits entitlements of BOOC employees. The transaction also involved the negotiation of a voting and proxy agreement with a shareholder group holding approximately 27 percent of BOOC.

Slaughter and May has acted for USI Holdings (USI) in relation to the voluntary conditional securities exchange offer by Cazenove on behalf of USI for Winsor Properties Holdings (Winsor). The offer values Winsor at approximately HK$3.324 billion. USI and Winsor are investment holding companies and are listed on the Hong Kong Stock Exchange.

Slaughter and May has advised Standard Chartered Bank (Hong Kong) Limited in relation to the issue of US$300 million Floating Rate Step-Up Dated Subordinated Notes due 2017 under its US$15 billion Debt Issuance Programme. The Notes were issued on April 12, 2007 and are listed on the Hong Kong Stock Exchange.