Deals – 9 November 2006

Shearman & Sterling LLP represented the underwriters Merrill Lynch, Credit Suisse, Deutsche Bank, China International Capital Corporation Ltd and ICEA Capital Ltd in connection with the US$22 billion initial public offering and dual listing of Industrial & Commercial Bank of China (ICBC). This is the world’s largest IPO ever. ICBC is China’s largest commercial bank with more than 18,000 branches and more than 150 million customers. The Rule 144A/Regulation S offering is the first to be concurrently listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange.

Freshfields Bruckhaus Deringer advised Morgan Stanley and JP Morgan on the US$210.5 million placing of 169,200,000 subdivided H shares by Guangzhou R&F Properties.

White & Case and its Singapore affiliate Venture Law represented Australian mining company Straits Resources Ltd in the sale of a 35 percent stake in its Asian energy and trading business, Straits Asia Resources Ltd, through a S$221 million Singapore-listed Rule 144A/Regulation S initial public offering. The company’s assets include coal-mining operations in Indonesia’s Sebuku island, in the province of South Kalimantan, and a commodity trading business in Singapore called Straits Global Trading.

Clifford Chance advised TNT NV on the acquisition of Hoau Logistics Group, one of the largest freight and parcels transportation companies in China with 56 subsidiaries and over 1000 branches.

Allen & Overy advised MCB Bank Limited on a US$150 million offering of ordinary shares, represented by Global Depositary Receipts (GDRs) which were listed on the London Stock Exchange. This is the first Pakistani company to list on the LSE, and is also the first Pakistani bank offering GDRs. The offering comprised 8.6 million GDRs (each accounting for four ordinary shares), and is the first GDR offering to originate from Pakistan in over a decade. Merrill Lynch International acted as lead manager, sole book runner and global coordinator.

Freshfields Bruckhaus Deringer advised KarstadtQuelle on the sale of its international sourcing business to Hong Kong-based Li & Fung.

Paul Weiss Rifkind Wharton & Garrison advised The Carlyle Group (Carlyle), on a 160,000,000,000 Korean Won (approximately US$169 million) investment in newly issued share capital of Hyundai Communications & Network Co Ltd (HCN), a South Korean multiple cable system operator. The investment represents a 33.5 percent interest in HCN. This is Carlyle’s first Korean cable transaction.

Clifford Chance advised Khazanah Nasional Berhad on the groundbreaking issue of US$750 million of Shariah-compliant exchangeable trust certificates (sukuk). This transaction represents a number of firsts: the world’s first exchangeable Islamic bond; the largest ever exchangeable or convertible issue out of Malaysia; and the largest exchangeable or convertible issue out of Asia ex-Japan this year.

Baker & McKenzie has recently advised CapitaLand China Holdings in its agreement to acquire (through its wholly owned subsidiary, CapitaLand LF (Cayman) Holdings) an effective 29.75 percent stake in Central China Holdings Group for a total consideration of RMB601 million. CapitaLand LF (Cayman) Holdings also has the option to further increase its stake to over 40 percent by way of subscribing for new shares in Central China Holdings Group for RMB500 million.

Kanga & Company has recently advised Malaysia-based Navis Capital Partners, one of the strategic investors in India and currently managing US$500 million in capital commitments in eight countries across Asia, on one of the very important deals this year of majority acquisition of Oriental Containers Limited, manufacturer of aluminium collapsible tubes, plastic closures, swage seals, hycrown seals and roll on pilfer proof caps and a major supplier of plastic closures and hycrown seals to Coca Cola and Pepsi in India. The deal was done by way of subscription to the shares of the Company by Navigate Mauritius Limited. The deal was worth over US$22 million. Navis proposes to make further investments in the Company in future to acquire the entire share capital of the Company.

Gide Loyrette Nouel advised the European semiconductor company, STMicroelectronics NV and DBS Bank Ltd on the financing of a semiconductor manufacturing facility in China. The financing follows the establishment of a joint venture company for the construction, ownership and operation of a 12-inch and 8-inch wafer production line manufacturing facility in Wuxi, Jiangsu Province, People’s Republic of China jointly set up by STMicroelectronics NV and the Korean semiconductor company, Hynix Semiconductors Inc.

Clifford Chance and Shearman & Sterling LLP advised on the US$925 million bond financing of the Blue City development in Oman. Teams at Shearman & Sterling LLP and at Clifford Chance have completed a unique, rated, bond financing for the development of Phase 1 of the Blue City project in the Sultanate of Oman. The project, when completed, will involve the creation of an entirely new city comprising residential, retail, commercial, education, hospital and leisure properties and facilities. Phase 1 will include the building of over 200 villas and nearly 5,000 apartments, four hotels, five retail areas and two golf courses. The overall development is intended to be completed over the next 15-20 years. The bond issue, one of the senior classes of which is rated investment grade by Fitch, involved the use of classic “whole business” securitisation technology combined with project and property finance techniques. The bonds are listed on the Irish Stock Exchange.