Deals – 6 December 2007

Clifford Chance has advised Jasper Investments Limited on its acquisition of a 55.4 percent stake in Neptune Marine Oil and Gas, a Cyprus incorporated offshore drilling vessel company whose shares are traded on the Norwegian OTC market.

Clifford Chance has advised NWS Holdings Limited, through its wholly owned subsidiary NWS Infrastructure Management Limited, on its acquisition of a 22.5 percent effective interest in the Nansha Expressway in the Guangzhou southern area (from Luntou to Longxuedao).

Clifford Chance has advised Sumitomo Mitsui Banking Corporation regarding loan facilities arranged for the acquisition of Gyrus by Olympus.

Drew & Napier LLC has advised RHB Investment Bank and RHB Bank Berhad Singapore in respect of RHB Bank Berhad acting as sub-placement agent of shares of Z-OBEE Holding Limited’s IPO and listing on the main board of Singapore Exchange Securities Trading Limited. The placement is of 32,000,000 shares worth S$10.9 million. RHB Bank Berhad is one of the 10 Anchor Banks in Malaysia. Z-OBEE is a full-set solutions house that provides complete design services spanning the entire handset design cycle, involving industrial, mechanical and software design. Z-OBEE’s operations are based in the PRC. The company offers shares in Singapore.

Freshfields Bruckhaus Deringer has advised Macquarie International Infrastructure Fund on its US$537 million acquisition of a 90 percent stake in Guangzhou’s Hua Nan Toll Road.

Freshfields Bruckhaus Deringer has acted for Oasis Hong Kong Airlines on the pre-IPO investment by Value Partners in Oasis, in the form of US$30 million convertible bonds. Oasis also raised an additional US$22 million from many of its existing investors through the issue of another tranche of convertibles bonds.

Freshfields Bruckhaus Deringer has advised Sociedad General de Aguas de Barcelona SA (Agbar) on the acquisition of three water supply and waste treatment projects in China’s Jiangsu Province, with a total investment by Agbar of US$43.8 million. Agbar will acquire a stake in a Hong Kong company that will be jointly managed by Agbar and Golden State Water Group Corporation. Two of the PRC water project companies will be transferred to such Hong Kong joint venture company at the time of closing. The JV company will then fund and participate in the management and profits of the third PRC water project company through convertible notes, which will be convertible into shares of an intermediary Hong Kong holding company that holds the third PRC water project company.

Johnson Stokes & Master has acted for Deutsche Bank in relation to their joint bid with DBS Bank to acquire a significant shareholding in Thai Military Bank.

Johnson Stokes & Master has acted for Mr Law Kar Po in his sale by tender of the entire issued share capital of the ultimate holding company of Shatin Town Lot No 206. This is located in Tai Po, Hong Kong, where the old Yucca De Lac Restaurant used to be and where many old black and white films were filmed. The site area is about 7,400 square metres and is for private residential purposes, with building covenant expiring at the end of 2010.

KhattarWong has advised Asia Environment Holdings Ltd in an investment transaction (of approximately US$25 million in value) with International Finance Corporation (IFC), the commercial lending arm of the World Bank. The investment by IFC comprises a subscription for non-listed warrants issued by the Asia Environment and the extension of a revolving loan to Asia Environment.

Nishith Desai Associates has acted for Sequoia Capital India on its investment of one billion rupees in GVK Biosciences Private Limited (GVK BIO), a Hyderabad-based contract research organization that specializes in pharmaceutical and biotechnology research in medicinal chemistry, informatics, clinical pharmacology and biology. Sequoia Capital’s investment will help GVK BIO to expand its capacity in drug discovery services and provide new services in pre-clinical and clinical space.

Norton Rose (Asia) LLP has advised the shareholders on the disposal of the Miclyn Offshore Group to Macquarie. The deal was completed on November 23, 2007 after an auction sale process conducted and advised by The Hongkong and Shanghai Banking Corporation (HSBC) (the financial advisers to the shareholders). Macquarie partly financed the acquisition through a US$261 million debt facility provided by Natixis, United Overseas Bank and WestLB. The transaction also involved the merger of Express Offshore Transport Pte Ltd (another similar business acquired by Macquarie in 2007) with the Miclyn Offshore Group. Miclyn Offshore Group is a Singapore-based offshore marine services business with operations in Asia Pacific and the Middle East, and is principally involved in the chartering of offshore vessels and barges to the oil and gas and civil construction industries.

Paul, Hastings, Janofsky & Walker LLP has represented Red Vulcan Holdings, a consortium made up of First Gen Corp, Spalmare Holdings BV and Prime Terracotta Holdings Corp, in its successful bid for a 60 percent controlling stake in Philippine geothermal power producer PNOC Energy Development Corporation (PNOC-EDC). PNOC-EDC operates seven geothermal steamfields and 12 operational power plants with a total installed capacity of 1,198.8 MW in the Philippines. It also engages in geothermal exploration and development, reservoir engineering and management, drilling, engineering design and energy research and development. It is responsible for the Philippines being the second largest geothermal energy producer in the world and the largest in terms of geothermal energy contribution to the country’s total power mix.

Slaughter and May has acted for the coordinating arrangers in relation to a HK$3.2 billion (US$412 million) revolving credit/term loan facility signed by CRE Finance (Hong Kong) Limited as borrower and China Resources Enterprise Limited as guarantor. The banks were Bank of China (Hong Kong) Limited, The Bank of Tokyo-Mitsubishi UFJ Ltd, DBS Bank Ltd, Sumitomo Mitsui Banking Corporation, Agricultural Bank of China, Hong Kong Branch, Mizuho Corporate Bank Ltd, Oversea-Chinese Banking Corporation Limited, Standard Chartered Bank (Hong Kong) Limited and Calyon.

Venture Law has represented Oversea-Chinese Banking Corporation Limited as manager, underwriter and placement agent in the S$44 million initial public offering of Z-OBEE Holdings Limited listed on the Singapore Exchange.

White & Case has represented Citibank NA Bahrain as original lender and facility agent on a US$5 million facility provided to Owens Corning (India) Limited, an Indian joint venture company with Owens Corning USA, and global leader in glass fiber manufacturing and building materials’ provision.

WongPartnership has acted for Mountain Orchard Limited, a company ultimately owned by a global financial services firm, in a shareholders’ agreement with Heeton Holdings Limited, its wholly-owned subsidiary Heeton Residence Pte Ltd and its indirect wholly-owned subsidiary Heeton Realty Pte Ltd, to acquire, own and redevelop the property at 74 Grange Road, Singapore.