Deals – 5 July 2007

Allen & Overy LLP has advised Tyco International Ltd. as lead international counsel on the corporate restructuring for the spin off of its healthcare and electronics businesses to Tyco International shareholders; separating Tyco International Ltd. into three independent, publicly traded companies. This deal represents the world’s largest spin off in 2007. The three businesses created through the spin off are Tyco International consisting of the fire and security and engineered products businesses, Covidien, formerly Tyco Healthcare, and Tyco Electronics. The spin off was achieved through the phased transfers of over 2,000 legal entities in 88 jurisdictions, including the elimination of cross-segment ownership between the three businesses, followed by the final spin of the two new public companies to the shareholders of Tyco International Ltd.

Allen & Overy in Thailand acted as counsel to Thailand’s PTT Public Company Limited on its first issue of “samurai” bonds to institutional investors with an initial principal amount of JPY36,000 million (equivalent to approximately US$300 million) with a tenor of 10 years. The bonds were issued on 29 June 2007 and have been rated A2 and A- by Moody’s and Japan Credit Rating Agency Ltd. respectively. Daiwa Securities SMBC Co., Ltd., HSBC Securities (Japan) Limited and JP Morgan Securities Japan Co., Ltd. are joint Lead Managers. Anderson Mori & Tomotsune acted as Issuer’s international counsel and Ito & Mitomi acted as Arrangers’ Counsel.

Allen & Overy has acted as international transaction counsel on one of the largest ever Indian Qualified Institutional Placements. The transaction was a US$243 million equity placement for Max India, one of India’s largest healthcare, life insurance and clinical research companies. CLSA Equity Capital Markets acted as Sole Global Coordinator and Sole Bookrunner for the transaction which was also the largest sole led Indian equity offering in the past five years.

Clifford Chance has advised Barclays Capital on the US$950 million one-year bridge loan provided to Tata Power, India’s largest private power utility. The funds have been used to finance the acquisition of 30 percent equity stakes in two major Indonesian coal producers, PT Kaltim Prima Coal and PT Arutmin Indonesia, as well as related trading companies, from PT Bumi Resources, Asia’s third-largest coal miner. The deal marks Tata Power’s biggest investment in Indonesia to date, as well as the largest acquisition in Indonesia this year. Tata Power’s acquisition involves an entitlement to purchase 10 million metric tons of coal, securing fuel supplies for its planned power plants in India.

Deacons acted for BNP Paribas in the Main Board red-chip listing of Sunny Optical. Sunny Optical is the largest PRC-based producer of integrated optical components and products. Deacons acted for BNP Paribas, the sponsor and global coordinator, in the global offering of the 270 million Sunny Optical’s shares and the red-chip listing of Sunny Optical on the Main Board. The size of the global offering exceeds HK$1 billion. The investors of the company include Mr. Thomas Lau Luen Hung. The global offering had been well received, with the Hong Kong public offer tranche over-subscribed by more than 290 times.

Deacons acted for Ka Shui International in its Main Board listing. Ka Shui International, a leading Hong Kong based manufacturer of zinc, magnesium and aluminium alloy die casting components, whose customers include Ikea, Schick and Lenovo, offered 220 million shares and raised about HK$300 million in its IPO on the Main Board. The share offer had been well received, with the Hong Kong public offer tranche well over-subscribed.

Herbert Smith advised Morgan Stanley as the sole placing agent for China Mining Resources Group Limited on its placing of 1.3 billion new shares at a price of HK$1.88 per share, raising approximately HK$2.45 billion (US$314 million). China Mining Resources Group is engaged in the mining business, including the exploration and extraction of rutile and processing and trading of titanium products. The proceeds from the share placement will be used by China Mining Resources to fund the proposed acquisition of an interest in Harbin Songjiang Copper Group, a molybdenum, copper and zinc miner. The balance will be used for the Group’s general working capital requirements.

KhattarWong advised ItalSing Petroleum Company Private Limited (the Company) in its transaction with China Petroleum & Chemical (Sinopec) in relation to manufacture of lubricant products in Singapore. It is the first time for the Chinese oil-refiner, ranked 23rd largest company worldwide by Forbes, to outsource manufacturing outside of China. The Company, a joint venture of Singapore Petroleum Company and ENI International, successfully closed the 5 year deal to produce automotive lubricants on behalf of Sinopec for distribution in Asia-Pacific.

Latham & Watkins advised a consortium between Tokyo Electric Power Company and Marubeni Corporation in the acquisition of Mirant Asia Pacific Limited in the Philippines. Mirant Philippines consists of the Sual and Pagbilao power projects and an equity interest in the IIijan power project and is the largest independent power producer in the Philippines. The US$3.7 billion acquisition was financed by senior and mezzanine loans which were provided by Japan Bank for International Cooperation and a group of international banks. Latham & Watkins served as lead counsel to the consortium in connection with the acquisition and financing.

Lovells Lee & Lee in Singapore acted for The Bank of New York in its role as trustee on the issue of US$100 million step up coupon convertible bonds (made up of US$85 million Regulation S bonds and US$15 million US bonds) due 2012 convertible into the ordinary shares of an Indian public listed company.

Lovells Lee & Lee in Singapore acted for The Bank of New York in its role as trustee on the issue of US$90 million 1.75 percent convertible bonds due 2012 convertible into the ordinary shares of an Indian public listed company.

Lovells Lee & Lee in Singapore acted for Silverdale Services Limited in its role as lead manager on the issue of US$7 million (subject to an over-allotment option of up to an additional US$3 million) 1.5 percent secured foreign currency convertible bonds due 2012 convertible into equity shares of an Indian public listed company.

Morrison & Foerster represented China Huiyuan Juice Group Limited, a leading China-based juice manufacturer listed on The Stock Exchange of Hong Kong Limited, in an asset swap convertible option transaction that amended the terms of its privately-held US$85.6 million in convertible bonds, enabling the bonds to be traded through Euroclear and Clearstream.

Sinowing Law LLP advised the MBO of CEC Wireless R&D, the oldest and leading design house in PRC for mobile handset. The deal involved disposal of assets and IPRs of the Cellon group to NEWCO, which is headed by the key engineers of the design house. Newco will be an influential player in Mobile handset R&D market, after this shaking up.

Slaughter and May advised Macquarie (Hong Kong) Limited, as financial adviser to Smart Triumph Corporation, in relation to the hostile offer by Smart Triumph to acquire all the outstanding shares of China Oriental Group Company, a steel manufacturing company listed on the Hong Kong Stock Exchange. The consideration for the offer comprises HK$18 in cash plus 2 exchangeable bonds with face value of HK$4.50 each for every 9 China Oriental shares held. The maximum total cash consideration payable under the offer is approximately HK$4.2 billion (US$541 million). The settlement of the cash portion of the consideration is to be funded by way of an external bridging loan, a mezzanine facility provided by a hedge fund and a loan from Smart Triumph’s ultimate shareholder. Smart Triumph is controlled by Diana Chen, reputedly the second wealthiest woman in the PRC, and holds 28 percent of the shares of China Oriental. The Chairman holds 44 percent of China Oriental.

WongPartnership acted for Asia Hotel Investments Ltd in legal proceedings against Starwood Asia Pacific Management Pte Ltd and Starwood Hotels & Resorts Worldwide Inc in the assessment of damages suffered by Asia Hotel Investments Ltd for breach of a confidentiality and non-circumvention agreement by Starwood Asia Pacific Management Pte Ltd.

WongPartnership acted for a major utilities company in an arbitration over the transfer of a propylene purification facility on Jurong Island under a propylene purification agreement, including issues over the purchase price payable and the ambit of what was to be transferred, and rectification of the agreement.

WongPartnership acted for Raffles Education Corporation Limited through its wholly-owned subsidiaries Raffles LaSalle (Shanghai) Education Consulting Co Ltd and Value Vantage Investment and Management (Hangzhou) Co Ltd in its acquisition of 99 percent of Shanghai Zhongfa Education Investment Co Ltd for RMB246 million to indirectly own a vocational college in Shanghai.