Mallesons Stephen Jaques
Capital markets - Hong Kong

Recent matters

Equity:

Lumena Resources IPO

We acted as Hong Kong legal advisers to the joint sponsors, joint global coordinators and underwriters in relation to Lumena Resources Corp.'s initial public offering (IPO) and listing on the Main Board of the Hong Kong Stock Exchange.  Lumena Resources Corp. is engaged in the mining, processing and manufacturing of natural thenardite products in the PRC and is the second largest thenardite producer in the world in terms of production capacity. The IPO, which raised US$149 million, was successfully marketed in an industry that was unfamiliar to the investor community, with no other listed comparable companies available.

Real Gold Mining Limited IPO

We acted as issuer's counsel on Hong Kong law to Real Gold Mining on its listing on the Hong Kong Stock Exchange. The initial public offering raised approximately HK$1 billion and the market capitalisation of the company on listing was approximately HK$4.2 billion. This is one of the few listings on the Hong Kong Stock Exchange for a mining company for a which a "chapter 18" waiver was obtained.

CVM Minerals Limited IPO

We acted as Hong Kong legal advisers to the sponsor and underwriters in relation to the listing of CVM Minerals Limited on the Main Board of The Stock Exchange of Hong Kong Limited, raising approximately HK$133 million. It was the first-of-its-kind listing of a mineral company under Chapter 18 of the Hong Kong Listing Rules, which does not require the usual track record listing requirements.

Come Sure Group IPO

We advised Kingsway Capital Limited as sponsor on the HK$91.7 million listing and placing of shares in Come Sure Group (Holdings) Limited on the Hong Kong Stock Exchange. Come Sure Group is a Chinese manufacturer of paperboard and packaging products.

Hidili Industry International Development Limited IPO

We advised Chinese coal and coke producer Hidili Industry International Development Limited on its US$525 million global offering and listing on the Main Board of the Hong Kong Stock Exchange.

Kingboard Laminates spin-off and IPO

We advised Kingboard Chemical Holdings, one of the world’s largest manufacturers of printed circuit boards, on its US$744 million spin-off and separate listing of Kingboard Laminates on the Main Board of The Hong Kong Stock Exchange.

Sichuan Xinhua Winshare Chainstore Limited IPO

We acted for the issuer on the US$269 million global offering and listing on the Main Board of the Hong Kong Stock Exchange of Sichuan Xinhua Winshare Chainstore, the first Hong Kong IPO by a Chinese bookstore operator.

Zhaojin Mining Industry Limited IPO

We acted as Hong Kong law adviser to UBS and Cazenove as the joint sponsors on the US$322 million global offering and Hong Kong Stock Exchange listing of H Shares of Zhaojin Mining Industry Company Limited.

AUPU Group Holdings IPO

We acted for ICEA Capital and BCOM Securities, the joint sponsors to the US$32 million listing of the shares in Chinese bathroom appliance manufacturer, AUPU Group Holdings, on the Main Board of The Hong Kong Stock Exchange.

Lingbao Gold Company Limited IPO

Our lawyers advised Lingbao Gold Company Limited, based in Lingbao City, Henan Province, in its US$127 million global offering and listing on the main board of the Hong Kong Stock Exchange.

Fittec International Group Limited IPO

We advised Fittec International Group Limited, a leading EMS provider in the PCB assembly industry in China in its US$73 million global offering and listing on the main board of the Hong Kong Stock Exchange.

Xiwang Sugar Holdings Company Limited IPO

Our team advised Xiwang Sugar Holdings Company Limited, a leading crystallised glucose producer in the PRC, on its US$68 million initial public offering and listing on the main board of the Hong Kong Stock Exchange.

China Haisheng Juice Holdings Limited IPO

Our lawyers advised China Haisheng Juice Holdings Limited, a Chinese manufacturer and distributor of fruit juice concentrate products, on its US$32 million initial public offering and listing on the main board of the Hong Kong Stock Exchange and its US$20 million pre-IPO investment by Goldman Sachs.

Listing of CMA Logistics Co., Ltd.

We acted for Anglo Chinese Corporate Finance in the US$19 million placing of H shares and listing of CMA Logistics Co., Ltd., a provider of logistics services for car manufacturers and components suppliers in China, on the Growth Enterprise Market (GEM) of the Hong Kong Stock Exchange.

Listing of Xinjiang Tianye Water Saving Irrigation System Company Limited

Our lawyers acted for Sun Hung Kai International Limited together with a syndicate of underwriters in the US$26 million placing of H shares and listing of Xinjiang Tianye, a Chinese provider of water saving irrigation systems in China on the GEM of the Hong Kong Stock Exchange.

Debt:

CEVA group plc

We advised the CEVA group of companies on the Hong Kong law aspects of a €119,997,000 and US$127,057,000 second priority senior secured notes issued by CEVA Group plc. Lead Mallesons partners on the transaction were Steven Christopher and Hayden Flinn, assisted by Nicolas Groffman and Eric Cheung.

Indian Railway Finance Corporation Limited first euroyen issue

We advised the joint lead managers in the Regulation S offering of ¥13 billion 1.43 per cent notes in Indian Railway Finance Corporation Limited. This was Indian Railway Finance Corporation’s first euroyen issue and first issuance in the euromarkets since 1997.

US$100 million Infrastructure Fund of India: establishment and capital raising

Our team advised AMP Capital and AMP Life on the establishment and capital raising for the US$100 million Infrastructure Fund of India, LLC.

National Thermal Power Corporation Limited

We acted for Merrill Lynch (Singapore) and ABN AMRO, the joint lead managers of a US$200 million international bond offering by National Thermal Power Corporation (NTPC), an Indian government owned enterprise and the largest thermal power generating company in India. The bonds are listed on the Singapore Stock Exchange and were offered outside of the United States in accordance with Regulation S under the US Securities Act. This was the first international bond offering for NTPC. We drafted all documentation and effectively managed the transaction so that it was completed in less than two months from the granting of the mandate.This is a very short period of time for a first-time issuer entering the international capital markets.

Hong Kong Electric US$2 billion medium term note program

Our lawyers acted for Hong Kong Electric on the listing of its medium term note program on the Hong Kong Stock Exchange.

CITIC Pacific Finance Guaranteed Floating Rate Notes

We advised Mitsubishi UFJ Securities (HK) Capital, Limited and the fiscal agent, The Bank of Tokyo Mitsubishi, Ltd on CITIC Pacific Finance (2005) Limited’s issue under Regulation S of the US Securities Act of JPY8.1 billion (US$70 million) Guaranteed Floating Rate Notes due 2005, guaranteed by CITIC Pacific Limited.

Kinko Optical US$40 million issue of convertible bonds

Our team acted for Hypo-Und Vereinsbank AG on the issue by Kinko Optical of US$40 million zero coupon convertible bonds due 2010.

Structured note programs

We advise many international financial institutions in the placement of structured notes and other securities in Hong Kong. We advise Credit Suisse in its retail note issuance under its guaranteed unsecured retail note program. Our team have completed the launch of approximately 20 series of notes since 2004.

Listed warrant programs

Our lawyers act for leading warrant issuers in Hong Kong including Macquarie, BNP Paribas, ABN AMRO and UBS AG.

Unlisted retail equity linked program- Macquarie and Societe Generale

We have been acting for Macquarie since the establishment of its unlisted equity linked program in 2004, including the introduction of range accrual ELIs into the HK retail market in July 2005. We also act for Societe Generale on its equity-linked program.

Credit Suisse repackaging program

We have been acting for Credit Suisse in the issuance of secured notes under its repackaging program.

Trustee practice

Our lawyers regularly act for various Deutsche Bank, Hongkong and Shanghai Banking Corporation and Law Debenture entities in transactions when they act as trustee or other agents in securitisation transactions, convertible and exchangeable bond issues.

Property funds and investments:

Pacific Shipping Trust- acting for the underwriter, DBS Bank

We acted for the underwriter, DBS Bank Ltd, the initial public offering and global placement of units in Pacific Shipping Trust, PST the first shipping business trust registered by the Monetary Authority of Singapore.

Frasers Centrepoint Trust

Our lawyers acted for the underwriters, DBS Bank Ltd, Overseas-Chinese Banking Corporation Limited and UBS AG in the US$170 million initial public offering and global placement of units in the Frasers Centrepoint Trust, a real estate investment trust.

Mapletree Logistics Trust

We acted for DBS Bank Ltd and a global financial firm as the joint lead underwriters on Mapletree Logistics Trust’s US$152 million initial public offering and Regulation S placement. Since then, we have acted for the same financial global firm and DBS on a placement and a secondary offering in relation to MapletreeLog.

CapitaMall Trust- US$150 million secondary offering

We acted for DBS and a global financial firm on CapitaMall Trust’s recent US$150 million secondary offering.

Prime REIT in Singapore

We acted for Macquarie on its investment in and the management joint venture for the Prime REIT in Singapore.

Allco Singapore REIT

We advised Allco Finance Group on the establishment, debt financing and listing on the Singapore Exchange of Allco’s first Singapore US$437 million real estate investment trust.

 

 

“Mallesons Stephen Jaques is undoubtedly a market leader in debt capital markets, based on volume and quality of its deals.”

IFLR 1000, 2006