Deals – 7 December 2006

Latham & Watkins LLP has acted as international counsel to the joint bookrunners in connection with the US$1.6 billion sponsored American depositary shares offering by the Indian issuer, Infosys Technologies Limited. Infosys Technologies, based in India, are a leading global technology services firm. The ADSs are listed on the Nasdaq. Latham advised on Infosys Technologies US$1 billion ADS offering in 2005 and also advised on India’s largest equity offering of 2005, the US$1.75 billion combined equity offering by ICICI Bank Limited.

Herbert Smith has advised Morgan Stanley and Goldman Sachs as joint lead managers on a US$600 million high-yield bond offering by Shimao Property Holdings, a leading real estate developer in China. The offering is China’s largest corporate bond deal in the last 10 years and the largest ever for a private Chinese company. The Rule 144A/Regulation S transaction included a number of complexities, including fixed and floating rate tranches having varying maturities and redemption rights.

Lovells has acted for the SOFTBANK Group on its landmark refinancing, by securitisation, of the record-breaking leveraged buy out earlier this year of Vodafone Group PLC’s Japanese business. The ¥1,441.9 billion (US$12.5 billion) whole business securitisation saw the creation of two broad classes of debt. A special purpose vehicle was used to raise the funds and, after costs, expenses and reserves, on-lent the proceeds to SOFTBANK Mobile Corp pursuant to an asset-backed loan. The structure is supported by and highly dependent upon the cash flow and other assets of SOFTBANK Mobile Corp’s mobile telephone business. The principal lead arrangers for the transaction were Citibank NA, Tokyo Branch, Mizuho Corporate Bank Ltd and Deutsche Bank AG.

Freshfields Bruckhaus Deringer has advised Goldman Sachs, as the placing agent on the US$90 million (HK$694 million) placing of 100,000,000 shares by COFCO International. The firm has also advised ABN Amro, as the placing agent on the US$32 million (HK$254 million) placing of 800,000,000 shares by Shanghai Zendai Property, and 3Com on its acquisition of Huawei Technologies’ 49 per cent stake in Huawei-3Com for US$882 million.

Johnson Stokes & Master has acted for Swiss security technology firm, Kaba Holding AG, in relation to the acquisition of 80 percent of the Wah Yuet Group from KS Ng, its founder and sole shareholder. Situated in Taishan City, Guangdong Province, the company has ground space of 280,000 square metres and employs approximately 4,000 staff. As part of the deal, the vendor acquired Kaba shares worth US$48 million.

Baker & McKenzie has advised ARA Asset Management (Prosperity) Limited , the Manager of Prosperity Real Estate Investment Trust on its proposed acquisitions of two properties in Hong Kong – the first post-IPO property acquisitions undertaken by a Hong Kong-listed REIT. In two separate transactions, Prosperity REIT has entered into sale and purchase agreements to acquire the entire 10th floor and parts of the 26th floor of Prosperity Center, a 26-storey industrial/office building in Kwun Tong, Kowloon. Subject to completion of both the acquisitions, Prosperity REIT’s undivided ownership interest in Prosperity Center will increase to approximately 53.4 percent.

Latham & Watkins LLP has acted as international counsel to the joint bookrunners and underwriters in connection with the US$228.8 million sponsored American depositary shares offering by the Indian issuer, Dr Reddy’s Laboratories Limited. Dr Reddy’s is a global pharmaceutical company, producing active pharmaceutical ingredients and intermediates, finished dosage forms and biotechnology products which are marketed globally. The shares are listed on the New York Stock Exchange.

Heller Ehrman has assisted China-based client Duoyuan Digital Printing Technology Industry Co Ltd in the reverse takeover of Asian Financial Inc. The reverse takeover was accomplished through an equity transfer agreement whereby Duoyuan Investments Limited (DIL), a British Virgin Islands corporation, transferred all of its equity interest in Duoyuan China to Asian Financial for approximately 90 percent of Asian Financial’s shares. As a result of the Equity Transfer, Duoyuan China became the wholly owned subsidiary of Asian Financial, and DIL became the parent company of Asian Financial.

Lovells Lee & Lee in Singapore acted for Banc of America Securities Limited in its arranging of a US$150,000,000 two-year syndicated term loan facility to ICICI Bank Limited of India. The syndicate of lenders comprised 13 banks.

Cleary Gottlieb has represented ABN Amro Rothschild, Credit Suisse, Deutsche Bank and JPMorgan as joint bookrunners in Korea Electric Power Corporation’s offering of ¥60.8 billion of zero coupon convertible notes due 2011 and €401.7 million (approx US$ 535.18491) of zero coupon convertible notes due 2011. The notes are listed on the Singapore Stock Exchange. Korea Electric Power Corporation, also known as KEPCO, is the only company engaged in the transmission and distribution of electricity in Korea. Proceeds from this offering were used to purchase shares of KEPCO from the Korean Government.

Paul, Hastings, Janofsky & Walker has represented UBS and Jakarta-based securities firm Danareksa, the lead arrangers on PT Perusahaan Listrik Negara’s (PLN’s) US$1 billion Reg-S/144A international high yield bond offering. The offering was structured into two tranches, US$450 million five-year bonds and US$550 million 10-year bonds, which priced at a yield of 7.4 percent and 7.9 percent respectively. This deal marks Indonesia’s largest international corporate debt sale and is one of the largest corporate high yield issuances in Asia to date.

Allen & Overy has advised HSBC Bank plc as arranger and dealer in connection with the establishment of a US$5 billion Trust Certificate Issuance Programme established by Abu Dhabi Islamic Bank PJSC. The first issue under the programme, a US$800 million debut Islamic sukuk issue, has recently been announced. The programme breaks new ground as the first sukuk programme to be established in the United Arab Emirates and the largest programme (whether conventional or Islamic) to be established in the region. It is also the first sukuk programme to be listed on the London Stock Exchange.

Skadden has represented China CITIC Bank (CITIC Bank) in the strategic investment in CITIC Bank by Banco Bilbao Vizcaya Argentaria SA (BBVA), the second largest bank in Spain. CITIC Bank is the seventh largest commercial bank in China by assets. Pursuant to the strategic investment agreements, CITIC Bank’s principal shareholder, China CITIC Group, will sell to BBVA a 5 percent stake in CITIC Bank for €504 million (approx US$671.4 million) and grant BBVA an option to buy another 4.9 percent stake in CITIC Bank.

Morrison & Foerster has represented Golden Harvest Entertainment in an agreement reached for the 91 million Malaysian Ringgit (US$24.2 million) sale of its 40.22 percent stake in Golden Screen Cinemas Sdn Bhd, a major film distributor and cinema operator in Malaysia. Founded in 1970, Golden Harvest Entertainment is influential in the Chinese film and entertainment industry with businesses ranging from film production, distribution to exhibition and financing, and commands the leading position in Chinese-language film distribution and cinema operation in Hong Kong and Southeast Asia. Due to the size of the transaction and Malaysian legal restrictions on foreign ownership, closing of the transaction is subject to shareholders’ approval and regulatory consent.

Skadden has represented MNTC in the refinancing of existing project debt of the North Luzon Expressway rehabilitation/expansion project. The refinancing involved a fixed rate corporate note issue, as well as five bank loans. There were 23 participating lenders, consisting of multilateral financial institutions, international banks, local trust groups, and insurance companies. The firm as also represented the underwriters, led by JP Morgan Securities Ltd, in the initial public offering of shares and concurrent listing on the Hong Kong Stock Exchange by Computime Group Limited, a leading Asia-based provider of electronic control and automation devices and solutions.

Slaughter and May has advised Morgan Stanley Dean Witter Asia Limited, financial adviser to The Hong Kong and China Gas Company Limited in relation to the conditional acquisition by Panva Gas Holdings Limited of equity interests in 10 PRC piped gas companies from Towngas and the assignment of shareholder loans due from the target companies to Towngas at completion, for a total consideration valued at approximately US$483 million.

Linklaters has advised Banco Bilbao Vizcaya Argentaria (BBVA) of Spain both on its €501 million acquisition of a 5 percent stake in China CITIC Bank in the PRC and on its €488 million acquisition of a 15 percent stake in Hong Kong-listed CITIC International Financial Holdings, making a total investment of €989 million (US$1.27 billion). The deal is significant in that it is the first Spanish bank to tap into mainland China’s banking industry and the biggest outlay by a Spanish company in mainland China and Hong Kong to date. The deal gives BBVA access to corporate and retail banking markets in both China and Hong Kong.

Skadden has represented the Commonwealth of Australia as international counsel in its sale of A$13.7 billion (US$10.5 billion) shares in Telstra, Australia’s largest telecommunications carrier. The shares were sold in a global offering of instalment receipts that included a retail offering in Australia and New Zealand, a global institutional offering including a Rule 144A offering in the United States and a “public offer without listing” in Japan. In a separate transaction Skadden acted as sole international counsel and underwriters’ counsel in connection with Lanco Infratech Limited’s US$237 million initial public offering, pursuant to which securities were sold to investors in reliance on Rule 144A and Regulation S Lanco listed on the Bombay Stock Exchange and the National Stock Exchange of India. Lanco, an infrastructure development company with interests in power generation, construction and property development, operate various power projects in Ind! ia through its subsidiaries and associate companies.