Deals – 28 February 2008

Dorsey & Whitney advised Sino Gold Mining Ltd (Sino Gold) on matters of Hong Kong law in an agreement to acquire an effective interest in an exploration licence covering the Eastern Dragon Lode Five gold deposit in Heilongjiang Province, PRC. The value of the acquisition was US$90 million.

Khaitan & Co. advised the underwriters, DSP Merrill Lynch Ltd, JM Financial Consultants Private Ltd, SSKI Corporate Finance Ltd, Enam Securities Private Ltd, SBI Capital Markets Ltd, Kotak Mahindra Capital Company Ltd and ICICI Securities Ltd for the public issue of Mundra Port and Special Economic Zone Limited, a significant container port in India in terms of container throughput for fiscal 2007. Khaitan & Co. advised as the domestic legal counsel to the underwriters for the issue which was oversubscribed by 115 times. The issue raised around US$450 million.

Mayer Brown JSM’s Vietnam office acted for GS Engineering & Construction, a Korean company listed on the Korean Stock Exchange, to receive the first Investment Certificate granted under the Build-Transfer structure, a special form of investment under the BOT regulations of Vietnam. The Build-transfer form is unique to Vietnam pursuant to which an investor commits to construct an infrastructure work and upon completion transfer the same to the Government. In return, the investor is given the right to carry out other projects to recover its investment in the infrastructure project and to make a return on the investment. This project is the first of this nature combining infrastructure with real estate that has been licensed to a foreign investor in Vietnam under the BOT regulations.

Milbank, Tweed, Hadley & McCloy LLP, represented the sellers and majority shareholders, PT Sigmantara Alfindo and Prime Horizon Pte Ltd. in negotiating, structuring and closing PT Carrefour Indonesia’s (Carrefour) acquisition of a 75 percent equity interest in Indonesian grocery retailer PT Alfa Retailindo Tbk (Alfa). Approximately 351 million shares were acquired in this transaction. Prime Horizon Pte Ltd. sold a 40 percent interest and PT Sigmantara Alfindo sold a 35 percent stake. The transaction was valued at US$71.3 million.

Orrick, Herrington & Sutcliffe LLP has advised COSCO Pacific Ltd, in the acquisition of a substantial interest in the Suez Canal Container Terminal (SCCT) from Danish shipping company A. P. Moller Maersk (APMM). SCCT is located at the northern entrance to the Suez Canal. SCCT, established under a 30-year concession to build, operate and manage the new terminal, is owned through an elaborate shareholding structure involving more than a dozen stakeholders, and managed by APMM. Phase I of the US$750 million project includes a quay of 1,200 meters housing 12 Super post Panamax ship-to-shore Gantry cranes and 36 yard cranes. Further expansion will enable the facility to handle more than five million twenty-foot equivalency units of throughput annually.

Orrick, Herrington & Sutcliffe LLP has advised Vision Investment Management Ltd (Vision), an Asia-based alternative investment management company, in a proposed investment worth over HK$700 million (US$90 million),by IFIL Group (IFIL). IFIL will invest in Vision through a five year mandatory convertible bond which, upon conversion in 2013, will see IFIL take a 40 percent interest in Vision.

Paul, Weiss, Rifkind, Wharton & Garrison advised IFIL Group on their indirect investment in Vision Investment Management Limited (Vision), the holding company of a leading Asia-based alternative investment management group specializing in fund of funds management. The investment, in the form of a 5-year mandatory convertible bond of US$90 million, will on conversion entitle IFIL Group to 40 person of the equity capital of Vision.

Sullivan & Cromwell LLP represented the Goldman Sachs Developing Markets Real Estate Funds in the purchase of US$100 million of shares of Fantasia Holdings Group (the Company), representing a 12.9 percent equity interest in the Company’s capital on a fully diluted basis, and of approximately US$100 million of secured bonds issued by the Company. The Company is principally engaged in property sales, property agency and property management in Chengdu and Shenzhen, China.

Sullivan & Cromwell LLP represented the Goldman Sachs Developing Markets Real Estate Funds in the acquisition of US$100 million of secured convertible bonds of YIHE Real Estate Holdings Limited (the Company), and US$30 million secured exchangeable bonds of Leading Peak Enterprises Limited, a major shareholder of the Company. The Company is engaged in property sales and property management with a focus on building multi-purpose properties in China.

Sullivan & Cromwell LLP represented Goldman Sachs, through its Asia Convertibles and Credit Trading Group, together with Liberty Harbor Master Fund I, L.P., in a proprietary investment in 5 percent Secured Convertible Notes issued by China Water and Drinks Inc. In addition to negotiation and documentation of the sale and purchase of the securities, the terms of the secured convertible notes, registration rights and related matters, the transaction also involved the structuring of a complex PRC security package, which had to be carefully tailored in light of PRC law restrictions on the pledge of onshore assets to secure offshore debt obligations.

Sullivan & Cromwell LLP represented Whitehall Street Global Real Estate Limited Partnership 2007 in the acquisition of, and assumption of outstanding debt relating to, the Hitachi Tower, a Grade ‘A’ office and commercial development in Singapore. This was an all cash transaction, with an aggregate transaction value of approximately S$811 million, including the purchase of S$677.9 million of the shareholders’ loans. Simultaneously, the acquisition vehicle also entered into a loan facility agreement with Standard Charted Bank, as arranger, and Standard Charted Bank (Hong Kong) Limited, as facility agent, to partially finance the acquisition.

WongPartnership LLP acted for Parkway Holdings in its tender for the hospital site at the junction of Novena Terrace and Irrawaddy Road for US$0.88 billion. The land parcel is the first private hospital site made available by the government in 30 years.

WongPartnership LLP acted for Citibank N.A., Singapore Branch and DBS Bank Ltd. in the financing of up to US$99.26 million to Ascendas Property Fund Trustee Pte. Ltd. (in its capacity as Trustee-Manager for Ascendas India Trust) (a-iTrust) for the financing of certain construction projects and acquisitions in India and working capital requirements of a-iTrust, Singapore’s first listed Indian property business trust.

WongPartnership LLP acted for the purchaser of the entire share capital of Savu Investments Ltd, owner of Hitachi Tower, Singapore, from Malachite Land Pte Ltd (a wholly owned subsidiary of CapitaLand Limited) and the National University of Singapore as the vendors, in relation to the sale and purchase of shares as well as in relation to the acquisition financing relating to the purchase.