Asialaw Profiles
The Guide to the legal markets of the Asia-Pacific

Norton Rose has seen a gradual expansion of service across syndicated lending, structured trade and project financing, and has a growing capital markets practice. For example, the firm worked on the US$291.5 million financing for the delivery of containerships for COSCO Containers, advising a group of lenders including Calyon, DBS and ING. CITIC Pacific also engaged the firm on the US$380 million term loan facility for the shipment of magnetite to CITIC’s steel mill in China. One additional financing was a mandate from China Development Bank on a US$100 million loan facility to Banco de Chile to finance projects in the agricultural, mining and forestry industries.

The firm’s project finance work has been boosted by the May 2009 arrival in Beijing of Tom Luckock. Specialising in climate change, Luckock led a number of projects relating to renewable energy. Of note was his advice to Climate Change Capital on several deals such as the purchase of CERS from a coal fired power plant operated by Shenzhen Energy.

The firm also worked on a US$114.5 million KEIC backed loan facility to Kumho Tire in China, advising Natixis, Société Générale, HSBC, LBBW and SCB. Prosperity Minerals Holdings (PMHL) consulted the firm on its US$100 million warrant issue and high yield issue by subsidiary Upper Value Investment.

Hong Kong-based Yu-En Ong specialises in structured finance, work-outs and debt restructuring. Stephen Begley and Peter Burrows led a number of the banking and finance deals. Peter Haslam is a capital markets specialist.

Norton Rose has seen growth in deal flow and manpower, with the senior hire of Justin Wilson and promotion of Stanley Lai to partnership. Deal highlights include mandates from China Development Bank, advising on the participation in Barclays’ share issue, totalling ₤4.5 billion (US$7.4 billion). It also advised F&C Asset Management on the formation of a Beijing-based fund management joint venture with Huaxia Bank.

The firm’s practice is led by Peter Burrows and the experienced Virginie Deslandre.

Norton Rose offers a small but high-quality financing outfit. A highlight instruction for the team this year was its representation of loyal client HSBC on its US$17.8 billion rights issue. The firm had a strong year on structured finance and commodities finance work. Partners Peter Haslam, Freeman Chan and David Stannard are highly-regarded by the market.

Norton Rose’s corporate head David Stannard is a highly-regarded practitioner in the market. Eight partners make up the firm’s Hong Kong corporate finance team, which enjoys a long-standing relationship with key client HSBC. A recent highlight for the firm was acting for Shaw Holdings on its US$1.33 billion privatisation.

The 17-partner dispute resolution practice at Deacons is one of the largest in Hong Kong and covers commercial litigation, insurance litigation and construction and arbitration. The group acts for major banks, government departments and statutory bodies, local and international insurers, property developers and local and multinational corporations. Key clients include MGM Grand, Bank of China, ICAP (HK), Hitachi Cable and Hudson STAR Group.

Work over the last year includes acting for one of the largest developers in relation to the purchase of a hotel to be constructed. The Deacons team addressed issues under Hong Kong’s Buildings Ordinance, with the Court of Final Appeal unanimously ruling in favour of the firm’s client. The defendant was ordered to refund a HK$321 million (US$41 million) deposit plus interest and costs.

The firm also acted for a major bank in successfully striking out two writs with claims against the bank for misrepresentation and damages involving HK$5 billion (US$645 million). The commercial litigation practice is headed by Alex Lai.

Following up on wins in 2005, 2006 and 2007, Deacons once again this year was awarded the top Hong Kong government award for electronic filing in Hong Kong. The firm has acted as IP adviser to the Hong Kong Trade Development Council (HKTDC) for the last 10 years, and this year successfully tendered for patent work with the Hospital Authority.

It has been an exceptionally busy year for Deacons’ litigation practice, with the firm acting in a copyright and passing off action for Yeo’s against its distributor and competitor for copying its drinks packaging and designs. Another matter was its work for Tradeeasy in a complex action against its employees and a competitor for copyright infringement in its database and confidential information/trade secrets.

On both occasions, Deacons was successful in obtaining interlocutory injunctions against the defendants – with the firm obtaining a mareva injunction against the infringers in the Tradeeasy case.

Partner Lindsay Esler heads Deacons’ IP department.

Norton Rose opened up its Tokyo office in the summer of 2009 and presents expert advice to clients on a wide range of financing types including asset finance. The latter is due to the specialty of partner Jeremy Gibb, who formerly led the firm’s banking team in Hong Kong. Chris Viner is a corporate finance specialist. The English-law team is led by these two partners and has five associates.

Norton Rose recruited Milbank partner Leigh Borrello to its banking team in October 2008 and the practice has enjoyed increasing visibility since.

One of its most impressive roles saw it advising Indonesian state-owned electricity company PT Perusahaan Listrik Negara (PLN) on three recent financings that are part of the Indonesian government’s 10,000MW new generation capacity programme. China’s Export-Import Bank (Cexim) has put S$481 million and S$124 million behind power plants in Pelabuhan Ratu, West Java and Aceh. And Bank of China arranged a US$455 million facility for another generating plant in Teluk Naga. The firm has represented PLN on all international loans in the social programme to date: new financing of more than S$2.5 billion in 2008. The loans are all guaranteed by the Indonesian Ministry of Finance and covered by Chinese export credit insurance.

In another star turn, the firm represented ICICI Bank on its partial financing of GMR Infrastructure’s S$1.4 billion acquisition of 50% of global power firm InterGen, the largest ever acquisition in the utilities sector by an Indian corporate.

London partner Jill Gauntlett relocated to Norton Rose’s Singapore office in May 2009. The team assisted HSBC to complete an acquisition of nearly 90% of PT Bank Ekonomi Raharja, through its wholly-owned UK subsidiary HSBC Asia Pacific Holdings, for a consideration of S$607.5 million. HSBC takes 38.8% from PT Lumbung Artakencana, 38.6% from PT Alas Pusaka, and the remaining stake from the target’s individual shareholders.

Norton Rose has enjoyed a growing exposure on transactions across real estate, manufacturing and energy, attracting local and foreign clients on banking and finance as well as capital markets deals.

Bank of Ayudhya offered the firm roles on two real estate financings, including a Bt1.4 billion credit facility for resort property Soneva Kiri and a Bt1.55 billion (US$45.6 million) facility for Evason Phuket. It also assisted Bangkok Bank on a Bt4 billion loan to vehicle and aircraft tyre manufacturer Michelin Siam for the refinancing of its short term debts.

In capital markets, Bangkok Bank and Kasikornbank retained the firm on a number of bond offerings by Toyota Leasing. This included the Bt4 billion debentures issuance in February 2009 and the Bt1.2 billion issuance in November 2008. Along with CIMB Thai Bank, the firm represented the two local banks in Toyota Leasing’s guaranteed Baht debentures programme established in April 2009, with a Bt4 billion bond issuance in the first tranche.

Notable M&A achievements were found in energy and property deals. For example, IRPC instructed the firm on the Bt3.7 billion acquisition of tank farms and tug boats from Rayong Tank Terminal Company. MFC Asset Management also sought the firm’s counsel on the acquisition of two Thai property portfolios valued at US$34 million and US$28 million respectively. Other deals of highlight include the firm’s advice to Sindicatum Clean Energy on the US$36 million structured investment by its affiliate in two CDM (clean development mechanism) projects and a power plant.

Somboon Kitiyansub and Phillip John head up the firm’s practice in Thailand.