Deals – 30 August 2007

Freshfields Bruckhaus Deringer has advised private equity group Baring Private Equity Asia on the purchase of 100 percent of Barclay Vouchers Co Ltd, a profitable Japanese luncheon voucher and meal coupon provider serving about 6,000 offices and clients. The investment is the first buyout in Japan for Baring Asia, which opened its Tokyo office in January 2007.

Freshfields Bruckhaus Deringer has advised China Communications Services Corporation Limited (CCS) on its US$607 million acquisition of specialised telecommunications assets and businesses in 13 provinces and municipalities in the PRC and on certain non-exempt continuing connected transactions, from its parent company China Telecommunications Corporation. The acquisition constitutes both a major and a connected transaction for CCS.

Freshfields Bruckhaus Deringer has advised China Telecom Corporation Limited in its non-exempt continuing connected transaction on the amendment of its strategic cooperation agreement with China Communications Services Limited.

Freshfields Bruckhaus Deringer has advised Goldman Sachs on its subscription for new shares and convertible bonds in Ardepro, a Japanese listed real estate firm. The deal value was US$253 million.

Johnson Stokes & Master has advised City Lion Investment Limited, a wholly-owned subsidiary of Sun Hung Kai Properties Limited, in the leasing of over 350,000 square feet of office space in the International Commerce Centre (ICC) to Morgan Stanley. This transaction represents one of the largest standalone leasing transactions in Hong Kong. ICC is part of packages 5, 6 and 7 of the Kowloon station development, known as Union Square. The 118-storey mega tower, with 2.5 million square feet of office space and an 800-room Ritz Carlton Hotel, will be Hong Kong’s newest landmark. The tower will be completed in Phases. Phase 1 will be completed in 2008 and the final phase is expected to be completed in 2010.

Johnson Stokes & Master has acted for ICBC Head Office in connection with four secured term loan facilities of up to US$54 million each to finance the acquisition of four new bulk carriers by Hebei Ocean Shipping Co Ltd.

Lovells Lee & Lee has acted as lenders’ counsel for HSBC, Citibank and DBS Bank on the S$661.45 million project financing of a 300mm wafer fabrication plant in Singapore.

Paul, Hastings, Janofsky & Walker LLP has represented Deutsche Bank, the sole global bookrunner, on the global offering of Franshion Properties (China) Ltd, which comprised a listing on the Hong Kong Stock Exchange and a 144A placement. Franshion Properties offered 1.41 billion new shares, raising HK$3.3 billion (US$424 million), which will be used to develop real estate projects and fund acquisitions.

Paul, Hastings, Janofsky & Walker LLP is representing PT Cirebon Electric Power, a consortium led by Japan’s Marubeni Corporation, which will build and operate a 660 megawatt coal-fired power plant and sell power from the plant to PLN, the Indonesian stated-owned government utility. The project is the first international independent power project in Indonesia to be signed since the 1997 financial crisis.

Sidley Austin has represented the Export-Import Bank of China, one of China’s three policy banks, on its recent 2.0 billion renminbi bond offering in Hong Kong. This bond offering consisted of two tranches: a retail public offering of 1 billion renminbi 3 percent bonds due in 2009; and an institutional Regulation S placement of 1 billion 3.2 percent bonds due in 2010. Both tranches closed on August 24, 2007.

Skadden, Arps, Slate, Meagher & Flom LLP is representing Toshiba Corporation in its acquisition of a 22.5 percent stake in a holding company, jointly owned by Marubeni Corporation, the Tokyo Electric Power Company, Chubu Electric Power Co Inc and Tohoku Electric Power Co Inc, that has part ownership of Kyzylkum and Baiken-U, two companies related to Kazatomprom, which operate uranium mine projects in Kazakhstan.

Slaughter and May has advised China National Building Material Company (CNBM) in relation to a placing of new and existing H shares, which raised approximately HK$2.66 billion (around US$340 million). The placing shares represent about 19.9 percent of the existing issued H share capital of CNBM. The placing was announced on August 9, 2007 and Morgan Stanley & Co International acted as placing agent.

Sullivan & Cromwell LLP is representing MTR Corporation Limited (MTR) on the US law aspects of the recently announced rail merger with the Kowloon-Canton Railway Corporation (KCRC). The rail merger involves: (i) the grant by KCRC to MTR of a service concession for a substantial portion of the KCRC railway and bus system and related businesses; (ii) the acquisition by MTR from KCRC of certain rail assets; (iii) the acquisition by MTR of a property package consisting of, among other things, certain property development rights, investment properties and property management rights of KCRC; and (iv) the assumption by MTR, on a joint and several basis with KCRC, of a substantial portion of the obligations of KCRC under cross-border leasing transactions entered into by KCRC and certain counterparties in respect of certain of KCRC’s rail assets. The completion of the rail merger is subject to, among other things, approval of the independent shareholders of MTR.