Deals – 4 November 2010

Allen & Gledhill LLP is advising K-REIT Asia Management Limited, as manager of K-REIT Asia (K-REIT Asia), in respect of K-REIT Asia’s proposal to acquire a one-third interest in Marina Bay Financial Centre Towers 1 & 2 and Marina Bay Link Mall, valued at approximately S$1.4 billion (US$1m), and divest Keppel Towers and GE Tower, which is valued at S$573 million (US$446m). Partners Jerry Koh, Margaret Soh, Foong Yuen Ping and Lim Pek Bur are leading the transaction.

Allen & Gledhill LLP is also acting as Singapore counsel to Aker Solutions AS (AKSO) in respect of the acquisition by Ezra Holdings Limited of all the shares in Aker Marine Contractors AS from AKSO and 50 percent of the shares in AMC Connector AS from Aker Oilfield Services AS, a wholly owned subsidiary of AKSO. The aggregate purchase consideration for the acquisitions is up to US$325 million. Partner Christopher Ong is leading the transaction.

Allen & Overy has advised in respect of a 10 year CNY1.2 billion (approx. US$180m) offshore renminbi bond offering by the Asian Development Bank, lead managed by Deutsche Bank AG Hong Kong Branch and Bank of China (Hong Kong) Limited. The transaction marks the first long-dated offshore renminbi bond issuance, the first offshore renminbi bond issuance by a supranational issuer, the first renminbi bond issuance rated AAA (rated by Moody’s Investors Services Inc, Standard and Poor’s Ratings Services and Fitch Ratings), and the first offshore renminbi bond listed on the HKSE (as selectively marketed securities (non-retail)). The issuance is also the longest-tenored bond issued in the market. The firm’s team was led by partner Walter Son.

AZB & Partners has advised Prestige Estates Projects Limited in respect of its IPO, including a reservation for eligible employees. Enam Securities Private Limited, JP Morgan India Private Limited, Kotak Mahindra Capital Company Limited and UBS Securities India Private Limited acted as lead managers for the issue. The transaction was valued at approximately US$265 million. Partner Srinath Dasari acted on the matter.

AZB & Partners has also advised NGP II Mauritius Company Limited and CSI BD MAURITIUS in respect of their acquisition of approximately 12 percent of the equity, valued at approximately US$10 million, in Netmagic Solutions Private Limited. Partner Gautam Saha acted on the matter.

Baker & McKenzie has advised NC2 Global LLC in respect of its medium and heavy duty truck joint venture agreement with Anhui Jianghuai Automobile Co Ltd, which will have a registered capital of over RMB1.2 billion (US$180m). The JV corporation will be based in Hefei and will develop, manufacture and sell trucks and truck parts, primarily in China and in certain export markets. The firm’s team was led by Beijing-based partners Barbara Li and Beatrice Schaffrath.

Clyde & Co’s Middle East corporate team has represented NASDAQ-listed Automatic Data Processing Inc’s Dealer Services DivisionB (ADP) – one of the world’s largest providers of business outsourcing solutions, with more than 585,000 clients worldwide – in respect of its acquisition (through its subsidiary ADP Dealer Services Gulf FZ-LLC) of Kuwait-based software company Professional Application of Computers Company WLL, a distributor of ADP’s Autoline software in the Middle East since 1992. Dubai-based corporate partner Ben Gillespie led the advisory team.

Clyde & Co has also acted for LeBlanc International PTE Limited (LeBLANC), a major global player in implementing communications infrastructure solutions, in respect of the sale of its holding of 49 percent of the share capital of Al Babtain LeBLANC Telecommunications Systems Ltd Company to Al Babtain Power and Telecommunications Company (Al Babtain), a joint stock company listed on the Saudi Stock Exchange (Tadawul). In consideration, Al Babtain will issue 2.25 million shares in favour of LeBLANC and will also pay LeBLANC a cash amount of SAR 25.84 million (US$6.9m). The transaction represents the first time a foreign shareholder has acquired shares in a public company in Saudi Arabia through a share swap transaction. Completion of the sale and purchase agreement is subject to the satisfaction of a number of conditions precedent. Partner Phil O’Riordan led the firm’s advisory team. Al Babtain Power and Telecommunications Company was advised by Baker & McKenzie.

Freshfields Bruckhaus Deringer has also advised the underwriters in respect of the US$1.05 billion IPO on the HKSE of Urumqi-based Xinjiang Goldwind Science & Technology (Goldwind), China’s second-largest wind turbine manufacturer. Goldwind, which was already listed on the Shenzhen Stock Exchange, initially sold 395.3 million new H-shares at HK$17.98 (US$2.32) apiece, the top end of the price range offered. The deal included an over-allotment option which was fully exercised and which boosted the offering by 15 percent. The underwriters on the deal were China International Capital Corporation Hong Kong Securities Limited, JP Morgan Securities (Asia Pacific) Limited, Citigroup Global Markets Asia Limited, Goldman Sachs (Asia) LLC and Hai Tong Securities (HK) Brokerage Limited. The firm’s team was led by partners Chris Wong and Calvin Lai.

Hogan Lovells has advised Texas Instruments Incorporated (TI) in respect of the establishment of its first wafer fabrication facility in China, as well as the acquisition of fab-related assets and equipment from Cension Semiconductor Manufacturing Co Ltd, a Chinese state-owned semiconductor manufacturer based in Chengdu. TI’s Chengdu fab is a fully equipped 200mm manufacturing facility with a cleanroom that can support more than US$1 billion in production capacity. The fab also includes a second cleanroom for future expansion. The transaction places TI closer to its growing customer base in China and further expands its analog production capacity. The fab will also strengthen TI’s ability to support its customers’ increasing requirements in China and elsewhere. The firm’s advisory team was led by Beijing corporate partner Thomas Man.

Hogan Lovells and its associated Saudi firm, Al-Yaqoub Attorneys and Legal Advisers, have acted as counsel to Credit Agricole Corporate and Investment Bank, as coordinator, and the joint lead managers and joint book runners – consisting of Calyon Saudi Fransi Limited, GIB Financial Services LLC, HSBC Saudi Arabia Limited and Samba Capital and Investment Management Company Limited – in respect of the inaugural bond offering from the Arab Petroleum Investments Corporation. The bond, rated A1 by Moody’s, represents the first Saudi Riyal denominated bond issuance by a multilateral development bank. The advisory team was led by the firm’s Saudi-based partner Imran Mufti.

HopgoodGanim Lawyers has advised AIM-listed Solomon Gold plc (Solomon Gold), a company engaged in gold exploration in the Solomon Islands and in Queensland, Australia, in respect of its recent capital raising in Australia and the United Kingdom. Solomon Gold has entered into conditional agreements to place approximately 54 million shares at 28 pence per share to institutional and private investors, raising a total of approximately ₤15.1 million (US$24.3m) before costs. The new ordinary shares are expected to be admitted to trading on AIM on 9 November 2010. Partner Brian Moller led the firm’s advisory team.

Khaitan & Co has advised Visa Steel Limited (Visa Steel), a part of the US$1 billion VISA Group, in respect of a US$302 million financing extended by a consortium of banks led by Syndicate Bank. Proceeds of the loan will be utilised to set-up VISA Steel’s fully integrated 2.5 million TPA special and stainless steel plant at Kalinganagar in Orissa. The facilities include a pig iron plant, coke oven plant, ferro chrome plant, sponge iron plant, power plant and special and stainless steel plant. Partner Padam Khaitan led the transaction.

Khaitan & Co has also advised Arkray Inc Japan (Arkray Inc) in respect of the acquisition from Piramal Healthcare Limited (Piramal) of a 49 percent stake in Arkray Piramal Medical Private Limited (APMP), a strategic joint venture between Arkray Inc and Piramal. APMP is engaged in the marketing, distributing, selling and supporting blood glucose monitoring meters and strips in India. The firm also advised on the share purchase agreement and other ancillary agreements and closing activities in relation to the transaction. Partner Joy Jacob led the transaction.

Latham & Watkins has acted as US counsel to Springland International Holdings Limited, a leading dual-format retail chain operator in China which operates both department stores and supermarkets, in respect of its IPO of shares for listing on the HKSE. The IPO, which included an international offering (144A/Reg S) of 656.25 million shares and a Hong Kong offering of 62.5 million, priced on 14 October and closed on 21 October 2010, raising initial gross proceeds of approximately HK$3.71 billion (US$479m). The underwriters, who were granted an option to purchase up to an additional 93.75 million ADSs to cover over-allotments, have fully exercised the greenshoe. The offering raised a total of approximately HK$4.26 billion (US$550m) after the greenshoe was closed on 26 October 2010. The Latham team was led by partners David Zhang, John Otoshi and Eugene Lee. Meanwhile, Freshfields Bruckhaus Deringer advised Morgan Stanley Asia Limited, DBS Asia Capital Limited and CCB International Capital Limited in respect of the IPO and listing, led by partners Chris Wong, Calvin Lai and Heiner Braun.

Latham & Watkins has also represented Citigroup Global Markets, JP Morgan Securities, William Blair & Company and Oppenheimer & Co, as underwriters, in respect of the IPO of leading PRC pharmaceutical and biotechnology research and development outsourcing company ShangPharma Corporation. The IPO, which consisted of 5.8 million American depositary shares (ADSs), representing 104.4 million ordinary shares, listed on the NYSE and closed on 22 October 2010, raising US$87 million. The underwriters were granted a 30-day option to purchase up to an additional 870,000 ADSs to cover the over-allotment. The firm’s team was led by partners David Zhang and partner Allen Wang.

Lee & Ko has represented LG Uplus Corp in respect of its issue of US$300 million USD:KRX FX linked convertible bonds due 2012, which are convertible into treasury shares. The bonds were issued on 29 September 2010 in the Euromarket through an accelerated bookbuilding process, and listed on the SGX-ST. Morgan Stanley & Co International plc, The Bank of New York Mellon and the Korea Securities Depository acted as initial purchaser, the principal agent and the conversion agent, respectively. Partners Wonkyu Han and Hyunjoo Oh led the firm’s transaction team.

Lee & Ko has also represented ANZ Bank in respect of a US$100 million loan extended to An Khanh New City Development Joint Venture Company Ltd, a joint venture company established by POSCO E&C and Vietnam Construction Import Export Joint Stock Company to develop an area of North An Khanh. The development includes the construction of infrastructure, public works, residential houses and commercial buildings. Due to concerns regarding Vietnamese foreign exchange control, the structure of the sponsor support deed was subject to intense negotiations. However, after lengthy legal analysis and negotiations, a creative solution was found which brought the transaction to a successful close. Tom Shin and Jung Won Chae took part in the structuring and negotiation of the agreements.

Majmudar & Co has acted as Indian legal counsel to Punjab National Bank (International) Limited London in respect of two loan financing transactions, both of which were handled by the firm’s lawyers Akil Hirani, Shreyas Patel and Anthony Toppo. The English law facility agreements for both transactions were drafted by TLT LLP London.
• The firm advised on a US$9.8 million loan financing transaction to Reed Sriram Minerals Inc USA, a wholly-owned subsidiary of Haldia Coke & Chemicals Limited which is a group company of Chennai-based Ennore Coke Limited. Proceeds of the loan will be utilised for the acquisition of mining assets of Heidtman Mine LLC USA and infusion of funds in its two US-based subsidiaries in relation to the development of mines.
• The firm also advised on a US$20.5 million loan financing transaction to Opera Minmetals Limited Jersey (Opera Minmetals), a wholly-owned subsidiary of Chennai-based Opera Holdings Private Limited, in connection with on-lending to certain affiliate companies of Opera Minmetals for acquiring and operating two coal mines in Indonesia.

Mallesons Stephen Jaques has acted for The Bank of New York Mellon, as trustee, principal agent and registrar, in respect of the issue by Billion Express Investments Limited of US$1.8 billion 0.75 percent convertible bonds due 2015, which carry an unconditional and irrevocable guarantee from China Unicom (Hong Kong) Limited. The bonds are convertible into shares of ChinaUnicom (Hong Kong) Limited and are listed on the HKSE. The issuance is the world’s largest international convertible bond issuance by a PRC company to date. The deal was led by partner Richard Mazzochi.

Mallesons Stephen Jaques has also acted for private equity house Orchid Asia in respect of its investment by way of subscription of new shares in Asia Cassava Resources Holdings Limited (Asia Cassava), the largest supplier of Thai cassava chips in the PRC, for a consideration of HK$92 million (US$11.9m). The subscription shares represent 10 percent of the issued share capital of Asia Cassava, as enlarged by the subscription. The transaction is led by partner Conrad Chan.

Maples and Calder has acted as Cayman Islands counsel to Global Funds Trust Company – a Cayman Islands licensed trust company and a wholly-owned subsidiary of Nomura Bank (Luxembourg) SA (Nomura), the trustee of Cayman Islands based Nomura China Investment Fund (NCIF) – in respect of NCIF’s first series trust investment into predominantly Chinese securities. The series trust will utilise Nomura’s QFII quota, using Industrial and Commercial Bank of China as local custodian. The firm’s team was led by partner Anne Walker whilst Zhongzi Law Office acted as PRC counsel.

Maples and Calder has also acted as Cayman counsel to TPK Holding Co Ltd (TPK) – a leading high tech company that designs and manufactures glass-based projected capacitive touch panels, and the second ever Cayman company to list on the main board of the Taiwan Stock Exchange – in respect of its offering and listing of more than 196 million shares and the issue and sale of up to 28 million shares on the exercise of an over-allotment option, at an offer price of TWD$220 (US$7.23) per share, a record high for any company listed on the Taiwan Stock Exchange to date. The estimated proceeds of approximately NT$6.1 billion (US$190m) from the IPO will be used partly to set up a 3G glass-based projected touch panel production in Xiamen. The firm’s team was led by Christine Chang.

Mayer Brown JSM has advised HKSE-listed Coolpoint Energy Limited (Coolpoint Energy) in respect of a placing and top-up transaction that involved the placing of 1.16 billion shares, giving rise to net proceeds of approximately HK$758.3 million (US$97.8m). The placing agents are BOCI Asia Limited and Piper Jaffray Asia Securities Limited. Completion of the entire exercise is expected to take place on or before 9 November 2010. As at 26 October 2010, the market capitalisation of Coolpoint Energy exceeded HK$14 billion (US$1.8b). The firm’s team was led by corporate finance partner Derek Tsang.

Minter Ellison has advised ASX-listed Citadel Resource Group Limited, a company undertaking gold and copper focused projects in Saudi Arabia, in respect of a A$1.25 billion (US$1.24b) cash and scrip takeover offer from copper producer Equinox Minerals Limited (Equinox), which is listed on both the TSX and the ASX and which has a market capitalisation of approximately A$4.2 billion (US$4.19b). A successful takeover should launch the combined group into the mid-tier of global copper producers. Partners Tim Watkin and Alberto Colla led the firm’s advisory team. Equinox was advised by Allen & Overy as Australian counsel and by Blake, Cassels & Graydon LLP as Canadian counsel.

Orrick, Herrington & Sutcliffe LLP has advised Yashili International Holdings Ltd – a leading PRC company engaged in making milk formula for infants, young children, and expectant and nursing mothers – in respect of its HK$2.7 billion (US$348m) IPO on the HKSE, with a Rule 144A/Regulation S placement to global investors. The offering, which took place on 1 November 2010, was underwritten by UBS Investment Bank, Bank of America Merrill Lynch and CITIC Securities Co Ltd. Partners Edwin Luk and Allen Shyu led the transaction.

Shin & Kim has represented Lotte Confectionary Co Ltd in respect of its acquisition of a 69.45 percent stake in Pakistani company KS Sulemanji Esmailji & Sons Ltd, a leading Pakistani producer of snacks, biscuits, cereals and pasta and the market leader for pasta products. The transaction was announced on 25 October 2010 and is expected to be completed by the end of 2010, subject to government approvals and other conditions. The conditions precedent to the completion of the transaction include, among others, obtainment of antitrust approvals. Seong Hoon Yi, Myong Hyon (Brandon) Ryu and Hae-Seong Ahn led the firm’s advisory team.

Shook Lin & Bok has acted for Hu An Cable Holdings Ltd, a Singapore listed Chinese wire and cable manufacturer, in respect of its listing of 120 million units of Taiwan Depository Receipts on the Taiwan Stock Exchange. The transaction raised approximately TWD$816 billion (US$26.8b). Partners Wong Gang and Tan Wei Shyan led the transaction.

Skadden has advised The Hongkong and Shanghai Banking Corporation Limited and The Royal Bank of Scotland plc, as underwriters, in respect of a US$200 million offering of 13.75 percent high yield notes due 2015 by HKSE-listed Powerlong Real Estate Holdings Limited, a major China-based real estate developer. The notes are guaranteed by substantially all of the non-China subsidiaries of the issuer and secured by share pledges of such non-China subsidiaries. The firm’s team was led by partner Edward Lam.

Winston & Strawn LLP has represented Nasdaq-listed Yuhe International Inc, a US publicly company listed on the NASDAQ Capital Market in the PRC, in respect of the underwritten public offering of approximately 4.1 million shares of its common stock. The offering was valued at approximately US$29 million, including the exercise in full of the underwriters’ over-allotment option, at a price of US$7 per share. Roth Capital Partners LLC acted as the sole book-running manager for the offering, whilst Rodman & Renshaw LLC, Brean Murray, Carret & Co and Global Hunter Securities acted as co-managers. The transaction closed on 2 November 2010.

Yulchon has represented Glovis Co Ltd (Glovis) in respect of a US$137 million ship financing deal in which the company obtained loans via its Panama-based special purpose vehicle from lenders Korea Finance Corporation, Korea Development Bank and Fortis Bank. The deal marks Glovis’s launch of a full-scale marine transportation operation: proceeds were utilised to place purchase orders for two 6,500-vehicle capacity car carriers and one 180,000 DWT bulk carrier. Glovis expects to repay the loans with revenue earned through the operation of the ships. Partner Christopher Cho led the deal.

Allen & Gledhill LLP is advising K-REIT Asia Management Limited, as manager of K-REIT Asia (K-REIT Asia), in respect of K-REIT Asia’s proposal to acquire a one-third interest in Marina Bay Financial Centre Towers 1 & 2 and Marina Bay Link Mall, valued at approximately S$1.4 billion (US$1m), and divest Keppel Towers and GE Tower, which is valued at S$573 million (US$446m). Partners Jerry Koh, Margaret Soh, Foong Yuen Ping and Lim Pek Bur are leading the transaction.

Allen & Gledhill LLP is also acting as Singapore counsel to Aker Solutions AS (AKSO) in respect of the acquisition by Ezra Holdings Limited of all the shares in Aker Marine Contractors AS from AKSO and 50 percent of the shares in AMC Connector AS from Aker Oilfield Services AS, a wholly owned subsidiary of AKSO. The aggregate purchase consideration for the acquisitions is up to US$325 million. Partner Christopher Ong is leading the transaction.

Allen & Overy has advised in respect of a 10 year CNY1.2 billion (approx. US$180m) offshore renminbi bond offering by the Asian Development Bank, lead managed by Deutsche Bank AG Hong Kong Branch and Bank of China (Hong Kong) Limited. The transaction marks the first long-dated offshore renminbi bond issuance, the first offshore renminbi bond issuance by a supranational issuer, the first renminbi bond issuance rated AAA (rated by Moody’s Investors Services Inc, Standard and Poor’s Ratings Services and Fitch Ratings), and the first offshore renminbi bond listed on the HKSE (as selectively marketed securities (non-retail)). The issuance is also the longest-tenored bond issued in the market. The firm’s team was led by partner Walter Son.

AZB & Partners has advised Prestige Estates Projects Limited in respect of its IPO, including a reservation for eligible employees. Enam Securities Private Limited, JP Morgan India Private Limited, Kotak Mahindra Capital Company Limited and UBS Securities India Private Limited acted as lead managers for the issue. The transaction was valued at approximately US$265 million. Partner Srinath Dasari acted on the matter.

AZB & Partners has also advised NGP II Mauritius Company Limited and CSI BD MAURITIUS in respect of their acquisition of approximately 12 percent of the equity, valued at approximately US$10 million, in Netmagic Solutions Private Limited. Partner Gautam Saha acted on the matter.

Baker & McKenzie has advised NC2 Global LLC in respect of its medium and heavy duty truck joint venture agreement with Anhui Jianghuai Automobile Co Ltd, which will have a registered capital of over RMB1.2 billion (US$180m). The JV corporation will be based in Hefei and will develop, manufacture and sell trucks and truck parts, primarily in China and in certain export markets. The firm’s team was led by Beijing-based partners Barbara Li and Beatrice Schaffrath.

Clyde & Co’s Middle East corporate team has represented NASDAQ-listed Automatic Data Processing Inc’s Dealer Services DivisionB (ADP) – one of the world’s largest providers of business outsourcing solutions, with more than 585,000 clients worldwide – in respect of its acquisition (through its subsidiary ADP Dealer Services Gulf FZ-LLC) of Kuwait-based software company Professional Application of Computers Company WLL, a distributor of ADP’s Autoline software in the Middle East since 1992. Dubai-based corporate partner Ben Gillespie led the advisory team.

Clyde & Co has also acted for LeBlanc International PTE Limited (LeBLANC), a major global player in implementing communications infrastructure solutions, in respect of the sale of its holding of 49 percent of the share capital of Al Babtain LeBLANC Telecommunications Systems Ltd Company to Al Babtain Power and Telecommunications Company (Al Babtain), a joint stock company listed on the Saudi Stock Exchange (Tadawul). In consideration, Al Babtain will issue 2.25 million shares in favour of LeBLANC and will also pay LeBLANC a cash amount of SAR 25.84 million (US$6.9m). The transaction represents the first time a foreign shareholder has acquired shares in a public company in Saudi Arabia through a share swap transaction. Completion of the sale and purchase agreement is subject to the satisfaction of a number of conditions precedent. Partner Phil O’Riordan led the firm’s advisory team. Al Babtain Power and Telecommunications Company was advised by Baker & McKenzie.

Freshfields Bruckhaus Deringer has also advised the underwriters in respect of the US$1.05 billion IPO on the HKSE of Urumqi-based Xinjiang Goldwind Science & Technology (Goldwind), China’s second-largest wind turbine manufacturer. Goldwind, which was already listed on the Shenzhen Stock Exchange, initially sold 395.3 million new H-shares at HK$17.98 (US$2.32) apiece, the top end of the price range offered. The deal included an over-allotment option which was fully exercised and which boosted the offering by 15 percent. The underwriters on the deal were China International Capital Corporation Hong Kong Securities Limited, JP Morgan Securities (Asia Pacific) Limited, Citigroup Global Markets Asia Limited, Goldman Sachs (Asia) LLC and Hai Tong Securities (HK) Brokerage Limited. The firm’s team was led by partners Chris Wong and Calvin Lai.

Hogan Lovells has advised Texas Instruments Incorporated (TI) in respect of the establishment of its first wafer fabrication facility in China, as well as the acquisition of fab-related assets and equipment from Cension Semiconductor Manufacturing Co Ltd, a Chinese state-owned semiconductor manufacturer based in Chengdu. TI’s Chengdu fab is a fully equipped 200mm manufacturing facility with a cleanroom that can support more than US$1 billion in production capacity. The fab also includes a second cleanroom for future expansion. The transaction places TI closer to its growing customer base in China and further expands its analog production capacity. The fab will also strengthen TI’s ability to support its customers’ increasing requirements in China and elsewhere. The firm’s advisory team was led by Beijing corporate partner Thomas Man.

Hogan Lovells and its associated Saudi firm, Al-Yaqoub Attorneys and Legal Advisers, have acted as counsel to Credit Agricole Corporate and Investment Bank, as coordinator, and the joint lead managers and joint book runners – consisting of Calyon Saudi Fransi Limited, GIB Financial Services LLC, HSBC Saudi Arabia Limited and Samba Capital and Investment Management Company Limited – in respect of the inaugural bond offering from the Arab Petroleum Investments Corporation. The bond, rated A1 by Moody’s, represents the first Saudi Riyal denominated bond issuance by a multilateral development bank. The advisory team was led by the firm’s Saudi-based partner Imran Mufti.

HopgoodGanim Lawyers has advised AIM-listed Solomon Gold plc (Solomon Gold), a company engaged in gold exploration in the Solomon Islands and in Queensland, Australia, in respect of its recent capital raising in Australia and the United Kingdom. Solomon Gold has entered into conditional agreements to place approximately 54 million shares at 28 pence per share to institutional and private investors, raising a total of approximately ₤15.1 million (US$24.3m) before costs. The new ordinary shares are expected to be admitted to trading on AIM on 9 November 2010. Partner Brian Moller led the firm’s advisory team.

Khaitan & Co has advised Visa Steel Limited (Visa Steel), a part of the US$1 billion VISA Group, in respect of a US$302 million financing extended by a consortium of banks led by Syndicate Bank. Proceeds of the loan will be utilised to set-up VISA Steel’s fully integrated 2.5 million TPA special and stainless steel plant at Kalinganagar in Orissa. The facilities include a pig iron plant, coke oven plant, ferro chrome plant, sponge iron plant, power plant and special and stainless steel plant. Partner Padam Khaitan led the transaction.

Khaitan & Co has also advised Arkray Inc Japan (Arkray Inc) in respect of the acquisition from Piramal Healthcare Limited (Piramal) of a 49 percent stake in Arkray Piramal Medical Private Limited (APMP), a strategic joint venture between Arkray Inc and Piramal. APMP is engaged in the marketing, distributing, selling and supporting blood glucose monitoring meters and strips in India. The firm also advised on the share purchase agreement and other ancillary agreements and closing activities in relation to the transaction. Partner Joy Jacob led the transaction.

Latham & Watkins has acted as US counsel to Springland International Holdings Limited, a leading dual-format retail chain operator in China which operates both department stores and supermarkets, in respect of its IPO of shares for listing on the HKSE. The IPO, which included an international offering (144A/Reg S) of 656.25 million shares and a Hong Kong offering of 62.5 million, priced on 14 October and closed on 21 October 2010, raising initial gross proceeds of approximately HK$3.71 billion (US$479m). The underwriters, who were granted an option to purchase up to an additional 93.75 million ADSs to cover over-allotments, have fully exercised the greenshoe. The offering raised a total of approximately HK$4.26 billion (US$550m) after the greenshoe was closed on 26 October 2010. The Latham team was led by partners David Zhang, John Otoshi and Eugene Lee. Meanwhile, Freshfields Bruckhaus Deringer advised Morgan Stanley Asia Limited, DBS Asia Capital Limited and CCB International Capital Limited in respect of the IPO and listing, led by partners Chris Wong, Calvin Lai and Heiner Braun.

Latham & Watkins has also represented Citigroup Global Markets, JP Morgan Securities, William Blair & Company and Oppenheimer & Co, as underwriters, in respect of the IPO of leading PRC pharmaceutical and biotechnology research and development outsourcing company ShangPharma Corporation. The IPO, which consisted of 5.8 million American depositary shares (ADSs), representing 104.4 million ordinary shares, listed on the NYSE and closed on 22 October 2010, raising US$87 million. The underwriters were granted a 30-day option to purchase up to an additional 870,000 ADSs to cover the over-allotment. The firm’s team was led by partners David Zhang and partner Allen Wang.

Lee & Ko has represented LG Uplus Corp in respect of its issue of US$300 million USD:KRX FX linked convertible bonds due 2012, which are convertible into treasury shares. The bonds were issued on 29 September 2010 in the Euromarket through an accelerated bookbuilding process, and listed on the SGX-ST. Morgan Stanley & Co International plc, The Bank of New York Mellon and the Korea Securities Depository acted as initial purchaser, the principal agent and the conversion agent, respectively. Partners Wonkyu Han and Hyunjoo Oh led the firm’s transaction team.

Lee & Ko has also represented ANZ Bank in respect of a US$100 million loan extended to An Khanh New City Development Joint Venture Company Ltd, a joint venture company established by POSCO E&C and Vietnam Construction Import Export Joint Stock Company to develop an area of North An Khanh. The development includes the construction of infrastructure, public works, residential houses and commercial buildings. Due to concerns regarding Vietnamese foreign exchange control, the structure of the sponsor support deed was subject to intense negotiations. However, after lengthy legal analysis and negotiations, a creative solution was found which brought the transaction to a successful close. Tom Shin and Jung Won Chae took part in the structuring and negotiation of the agreements.

Majmudar & Co has acted as Indian legal counsel to Punjab National Bank (International) Limited London in respect of two loan financing transactions, both of which were handled by the firm’s lawyers Akil Hirani, Shreyas Patel and Anthony Toppo. The English law facility agreements for both transactions were drafted by TLT LLP London.
• The firm advised on a US$9.8 million loan financing transaction to Reed Sriram Minerals Inc USA, a wholly-owned subsidiary of Haldia Coke & Chemicals Limited which is a group company of Chennai-based Ennore Coke Limited. Proceeds of the loan will be utilised for the acquisition of mining assets of Heidtman Mine LLC USA and infusion of funds in its two US-based subsidiaries in relation to the development of mines.
• The firm also advised on a US$20.5 million loan financing transaction to Opera Minmetals Limited Jersey (Opera Minmetals), a wholly-owned subsidiary of Chennai-based Opera Holdings Private Limited, in connection with on-lending to certain affiliate companies of Opera Minmetals for acquiring and operating two coal mines in Indonesia.

Mallesons Stephen Jaques has acted for The Bank of New York Mellon, as trustee, principal agent and registrar, in respect of the issue by Billion Express Investments Limited of US$1.8 billion 0.75 percent convertible bonds due 2015, which carry an unconditional and irrevocable guarantee from China Unicom (Hong Kong) Limited. The bonds are convertible into shares of ChinaUnicom (Hong Kong) Limited and are listed on the HKSE. The issuance is the world’s largest international convertible bond issuance by a PRC company to date. The deal was led by partner Richard Mazzochi.

Mallesons Stephen Jaques has also acted for private equity house Orchid Asian in respect of its investment by way of subscription of new shares in Asia Cassava Resources Holdings Limited (Asia Cassava), the largest supplier of Thai cassava chips in the PRC, for a consideration of HK$92 million (US$11.9m). The subscription shares represent 10 percent of the issued share capital of Asia Cassava, as enlarged by the subscription. The transaction is led by partner Conrad Chan.

Maples and Calder has acted as Cayman Islands counsel to Global Funds Trust Company – a Cayman Islands licensed trust company and a wholly-owned subsidiary of Nomura Bank (Luxembourg) SA (Nomura), the trustee of Cayman Islands based Nomura China Investment Fund (NCIF) – in respect of NCIF’s first series trust investment into predominantly Chinese securities. The series trust will utilise Nomura’s QFII quota, using Industrial and Commercial Bank of China as local custodian. The firm’s team was led by partner Anne Walker whilst Zhongzi Law Office acted as PRC counsel.

Maples and Calder has also acted as Cayman counsel to TPK Holding Co Ltd (TPK) – a leading high tech company that designs and manufactures glass-based projected capacitive touch panels, and the second ever Cayman company to list on the main board of the Taiwan Stock Exchange – in respect of its offering and listing of more than 196 million shares and the issue and sale of up to 28 million shares on the exercise of an over-allotment option, at an offer price of TWD$220 (US$7.23) per share, a record high for any company listed on the Taiwan Stock Exchange to date. The estimated proceeds of approximately NT$6.1 billion (US$190m) from the IPO will be used partly to set up a 3G glass-based projected touch panel production in Xiamen. The firm’s team was led by Christine Chang.

Mayer Brown JSM has advised HKSE-listed Coolpoint Energy Limited (Coolpoint Energy) in respect of a placing and top-up transaction that involved the placing of 1.16 billion shares, giving rise to net proceeds of approximately HK$758.3 million (US$97.8m). The placing agents are BOCI Asia Limited and Piper Jaffray Asia Securities Limited. Completion of the entire exercise is expected to take place on or before 9 November 2010. As at 26 October 2010, the market capitalisation of Coolpoint Energy exceeded HK$14 billion (US$1.8b). The firm’s team was led by corporate finance partner Derek Tsang.

Minter Ellison has advised ASX-listed Citadel Resource Group Limited, a company undertaking gold and copper focused projects in Saudi Arabia, in respect of a A$1.25 billion (US$1.24b) cash and scrip takeover offer from copper producer Equinox Minerals Limited (Equinox), which is listed on both the TSX and the ASX and which has a market capitalisation of approximately A$4.2 billion (US$4.19b). A successful takeover should launch the combined group into the mid-tier of global copper producers. Partners Tim Watkin and Alberto Colla led the firm’s advisory team. Equinox was advised by Allen & Overy as Australian counsel and by Blake, Cassels & Graydon LLP as Canadian counsel.

Orrick, Herrington & Sutcliffe LLP has advised Yashili International Holdings Ltd – a leading PRC company engaged in making milk formula for infants, young children, and expectant and nursing mothers – in respect of its HK$2.7 billion (US$348m) IPO on the HKSE, with a Rule 144A/Regulation S placement to global investors. The offering, which took place on 1 November 2010, was underwritten by UBS Investment Bank, Bank of America Merrill Lynch and CITIC Securities Co Ltd. Partners Edwin Luk and Allen Shyu led the transaction.

Shin & Kim has represented Lotte Confectionary Co Ltd in respect of its acquisition of a 69.45 percent stake in Pakistani company KS Sulemanji Esmailji & Sons Ltd, a leading Pakistani producer of snacks, biscuits, cereals and pasta and the market leader for pasta products. The transaction was announced on 25 October 2010 and is expected to be completed by the end of 2010, subject to government approvals and other conditions. The conditions precedent to the completion of the transaction include, among others, obtainment of antitrust approvals. Seong Hoon Yi, Myong Hyon (Brandon) Ryu and Hae-Seong Ahn led the firm’s advisory team.

Shook Lin & Bok has acted for Hu An Cable Holdings Ltd, a Singapore listed Chinese wire and cable manufacturer, in respect of its listing of 120 million units of Taiwan Depository Receipts on the Taiwan Stock Exchange. The transaction raised approximately TWD$816 billion (US$26.8b). Partners Wong Gang and Tan Wei Shyan led the transaction.

Skadden has advised The Hongkong and Shanghai Banking Corporation Limited and The Royal Bank of Scotland plc, as underwriters, in respect of a US$200 million offering of 13.75 percent high yield notes due 2015 by HKSE-listed Powerlong Real Estate Holdings Limited, a major China-based real estate developer. The notes are guaranteed by substantially all of the non-China subsidiaries of the issuer and secured by share pledges of such non-China subsidiaries. The firm’s team was led by partner Edward Lam.

Winston & Strawn LLP has represented Nasdaq-listed Yuhe International Inc, a US publicly company listed on the NASDAQ Capital Market in the PRC, in respect of the underwritten public offering of approximately 4.1 million shares of its common stock. The offering was valued at approximately US$29 million, including the exercise in full of the underwriters’ over-allotment option, at a price of US$7 per share. Roth Capital Partners LLC acted as the sole book-running manager for the offering, whilst Rodman & Renshaw LLC, Brean Murray, Carret & Co and Global Hunter Securities acted as co-managers. The transaction closed on 2 November 2010.

Yulchon has represented Glovis Co Ltd (Glovis) in respect of a US$137 million ship financing deal in which the company obtained loans via its Panama-based special purpose vehicle from lenders Korea Finance Corporation, Korea Development Bank and Fortis Bank. The deal marks Glovis’s launch of a full-scale marine transportation operation: proceeds were utilised to place purchase orders for two 6,500-vehicle capacity car carriers and one 180,000 DWT bulk carrier. Glovis expects to repay the loans with revenue earned through the operation of the ships. Partner Christopher Cho led the deal.