Sidley Austin Advises on the Ground-Breaking Privatization of Asia Aluminum

Sidley Austin Advises on the Ground-Breaking Privatization of Asia Aluminum

July 06, 2006

    HONG KONG, July 6 /Xinhua-PRNewswire/ -- International
law firm Sidley Austin has advised the acquiror management
team in financing the successful "going private"
transaction involving Asia Aluminum Holdings Limited
through which the controlling shareholder and management of
Asia Aluminum acquired 100% of its capital stock and
delisted Asia Aluminum from the Stock Exchange of Hong
Kong.

    Through its special-purpose vehicle, AA Investments
Company Limited, the Asia Aluminum management team financed
the acquisition through US$535,000,000 payment-in-kind, or
"PIK" Notes, which were issued in two tranches
with detachable warrants. The notes were listed on the
Singapore Stock Exchange. 

    Pursuant to a scheme of arrangement in Bermuda, the
privatization was effected by court order after an offer to
the shareholders. The financing transaction, which funded
the privatization scheme, closed after the scheme of
arrangement had been ratified in Bermuda, and Asia Aluminum
was de-listed from The Stock Exchange of Hong Kong Limited
at the same time. 

    The covenant package for the PIK notes and warrants was
structured to wrap around the existing "high
yield" covenants in Asia Aluminum's outstanding
US$450,000,000 8.00% Senior Notes due 2011. In addition,
the multi-jurisdictional aspects of the transaction,
involving several regulatory authorities and timing issues,
presented unique challenges for the Sidley team.

    Merrill Lynch acted as financial advisers to AA
Investments. 

    Matthew Sheridan, a partner based in Sidley's Hong Kong
office, led the Sidley team. Mr. Sheridan commented,
"The Asia Aluminum transaction took six months to
structure, negotiate and complete but it was time
well-spent. We are very pleased to have once again assisted
Asia Aluminum and its management team in achieving their
corporate goals. We are also pleased to have contributed to
creating a template for future leveraged privatization
transactions in Hong Kong and throughout Asia." 

    Asia Aluminum is the largest manufacturer of aluminum
extrusion products in China.

    In December 2004, Sidley Austin advised Asia Aluminum
as U.S. and Hong Kong counsel in connection with its
issuance of US$450,000,000 8.00% Senior Notes due 2011. 
The high-yield issuance marked Asia Aluminum's first
international debt offering and required integrating the
roadshow launch and pricing with compliance issues under
the Listing Rules in Hong Kong. 

    NOTE TO EDITORS:  Sidley is one of the world's largest
full-service law firms, with more than 1,600 lawyers
practicing in 15 offices on 3 continents (Asia, Europe and
the U.S.).  We are consistently ranked at the top of the
Thomson Financial league tables. For 2005, we were ranked
as:

    -- top issuer counsel and third as underwriter counsel
for U.S. debt,
       equity and equity-related offerings; 

    -- top issuer counsel and top underwriter counsel for
U.S. investment
       grade debt; and

    -- top issuer counsel and third underwriter counsel for
U.S. straight debt,
       including asset-backed and mortgage backed
securities.

    In Asia, lawyers in the corporate finance team advise
clients on U.S., Hong Kong and English law in connection
with all types of equity, debt and equity-linked
transactions, including SEC-registered offerings in the
United States, international securities offerings pursuant
to Rule 144A and Regulation S governed by U.S. and English
law, The Stock Exchange of Hong Kong Main Board and Growth
Enterprise Market (GEM) listings, and issuances involving
the creation of ADR or GDR programs.

    In 2005, Sidley ranked first in relation to the number
of transactions advising issuers and first (tied) in
relation to the number of transactions advising
underwriters for listings on The Stock Exchange of Hong
Kong Mainboard. (Asian Legal Business, Jan 2006)

    For more information, please contact:

     Matthew Sheridan, Partner,
     Sidley Austin
     Tel:   [phone]
     Email: [e-mail]

     Lisa Kong, 
     Marketing Manager,
     Sidley Austin
     Tel:   [phone]
     Email: [e-mail]

SOURCE  Sidley Austin