Legal DealFolio - Paul Y Engineering Group Placing of New Shares

Slaughter and May is advising CLSA Limited ('CLSA') on its proposed conditional placing under a share placing agreement entered into with Paul Y. Engineering Group Limited ('PYE') to raise gross proceeds of at least HK$3,200 million (US$411 million) from the placing of a minimum of 1,176 million worth of new shares and up to HK$2,400 million (US$308 million) worth of convertible bonds ('CBs'), together with an upsize option to place a further HK $1,600 million (US$206 million) worth of new shares and CBs, resulting in aggregate gross proceeds of up to HK$4,800 million (US$617 million). The proceeds from the placing, together with proceeds from a separate placing of up to HK$1,600 million (US$206 million) worth of CBs, are intended by PYE to fund a proposed very substantial acquisition of a private company, Falloncroft Investment Ltd for a total consideration of HK$2,000 million (US$257 million) and the development of Falloncroft's business. According to PYE's announcement issued 19 November 2012, on completion of the acquisition, Falloncroft will have exclusive contractual rights in respect of a 65,000 sq ft land parcel located on the Cotai Strip in Macau, on which a 945,000 sq ft super luxury exclusive hotel, casino and retail complex is proposed to be built. Falloncroft has also signed a memorandum of understanding with an affiliate of one of the gaming concessionaires for the management and operation of the proposed casino. The gross development budget is established at around HK$6,500 million (US$835 million). PYE also proposed to effect a distribution in specie to all existing PYE shareholders of 49% of PYE BVI, an unlisted company, under which the entire existing construction, civil engineering and property-related businesses of PYE is held, and has declared a special cash dividend of HK$0.26/existing share with a scrip option to subscribe for new shares at HK$0.68/share. The placing, contingent placing, acquisition, distribution and cash dividend are inter-conditional on each other and will be subject to approval by PYE shareholders. Benita Yu (partner), John Cartwright (associate), Daryl Yip (associate), Chris Fung (associate).

Deal Date:	11-12-2012	Practice Area:	Equity Capital Markets
Deal Title:	Paul Y Engineering Group Placing of New Shares	Industry:	Industrial Engineering
Description:	Slaughter and May is advising CLSA Limited ('CLSA') on its proposed conditional placing under a share placing agreement entered into with Paul Y. Engineering Group Limited ('PYE') to raise gross proceeds of at least HK$3,200 million (US$411 million) from the placing of a minimum of 1,176 million worth of new shares and up to HK$2,400 million (US$308 million) worth of convertible bonds ('CBs'), together with an upsize option to place a further HK $1,600 million (US$206 million) worth of new shares and CBs, resulting in aggregate gross proceeds of up to HK$4,800 million (US$617 million). The proceeds from the placing, together with proceeds from a separate placing of up to HK$1,600 million (US$206 million) worth of CBs, are intended by PYE to fund a proposed very substantial acquisition of a private company, Falloncroft Investment Ltd for a total consideration of HK$2,000 million (US$257 million) and the development of Falloncroft's business. According to PYE's announcement issued 19 November 2012, on completion of the acquisition, Falloncroft will have exclusive contractual rights in respect of a 65,000 sq ft land parcel located on the Cotai Strip in Macau, on which a 945,000 sq ft super luxury exclusive hotel, casino and retail complex is proposed to be built. Falloncroft has also signed a memorandum of understanding with an affiliate of one of the gaming concessionaires for the management and operation of the proposed casino. The gross development budget is established at around HK$6,500 million (US$835 million). PYE also proposed to effect a distribution in specie to all existing PYE shareholders of 49% of PYE BVI, an unlisted company, under which the entire existing construction, civil engineering and property-related businesses of PYE is held, and has declared a special cash dividend of HK$0.26/existing share with a scrip option to subscribe for new shares at HK$0.68/share. The placing, contingent placing, acquisition, distribution and cash dividend are inter-conditional on each other and will be subject to approval by PYE shareholders. Benita Yu (partner), John Cartwright (associate), Daryl Yip (associate), Chris Fung (associate).
Financial Center:	Hong Kong	Value:	100.01-500.00
Advised Party:	Lead Manager	Law Firm	Slaughter and May
Issuer Jurisdiction -	Hong Kong	Listing Jurisdiction -	Hong Kong
Classification:	Secondary Offerings and Placings Hong Kong Stock Exchange:	Lawyer	Benita Yu

Practice Areas -

Equity Capital Markets Law Firms and Lawyers

Practice Areas - Equity Capital Markets Law Firms and Lawyers