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Genting Hong Kong Limited’s second newbuild mega-cruise ship deal with Meyer Werft GmbH worth €697.2 million

JULY 2014

Genting Hong Kong Limited's second newbuild mega-cruise ship deal with Meyer Werft GmbH worth €697.2 million

A team of HFW lawyers has advised Chinese Percept Limited, a wholly- owned subsidiary of Genting Hong Kong Limited (Genting), on the group's second newbuild mega-cruise ship order in 12 months, in a deal with German shipbuilder Meyer Werft GmbH worth €697.2 million.

Legal adviser to Chinese Percept Limited, a wholly-owned subsidiary of Genting Hong Kong Limited:

The HFW team, led by Hong Kong Partner Patrick Yeung, advised Genting on the shipbuilding contract and related ECA-supported financing. London based Partner Elinor Dautlich and Senior Associate Alex Sayegh negotiated the shipbuilding contract, while Partner John Forrester and Associate Gudmund Bernitz (also London based) advised on the ECA- backed financing.

The same HFW team advised Genting's wholly-owned subsidiary, Chinese Dream Limited, on the building and financing of a sister ship earlier this year.

The Genting group operates under the principal brand name of Star Cruises. Star Cruises, together with its associate company, Norwegian Cruise Line Holdings Limited, is the third largest cruise operator in the world, with a total combined fleet of 20 ships cruising to over 130 destinations, offering approximately 42,000 lower berths. The shares of Genting are primarily listed on the main board of the Stock Exchange of Hong Kong Limited with secondary listing on the main board of the Singapore Exchange Securities Trading Limited.

This announcement appears as a matter of record only

Gulf Marine Services IPO

Co-counsels:

HFW Partner Patrick Yeung said of the deal: "This second newbuild consolidates the market-leading position of Star Cruises in Asia. Both ships will serve the growing demand for cruising in the Asia-Pacific market and we are delighted to have helped Genting secure and finance the orders for both ships as part of their long-term growth strategy." LM

Gulf Marine Services' IPO

Minerva Trust & Corporate Services Limited, a leading independent provider of trust, corporate and fund administration services, and Walkers Global, a leading international offshore law firm, provided Jersey administration, advisory and legal services in the Initial Public Offering (IPO) of Gulf Marine Services plc (GMS).

Walkers were appointed as legal counsel in Jersey to provide advisory services on the Jersey aspects of the structuring led by Partner Alex Carus, with Walkers' Dubai office advising on matters of Cayman Islands law led by Partner Daniel Wood. Minerva was appointed to incorporate and administer the intermediate holding vehicles within the structure, led by Graeme Paton and Gavin Wilkins at Minerva. Both firms have been working closely with a co-ordinated approach as part of the global advisory teams working for GMS and other interested parties.

In addition the external debt financing for the group was amended at the same time so as to increase the facilities to US$410m with a separate team at Walkers led by partner Nigel Weston advising the syndicate of lenders as to Jersey law.

The IPO of GMS on the London Stock Exchange was successfully completed in March. GMS is the leading operator of self-propelled Self Elevated Support Vessels (SESV) in the Middle East and in the Southern North Sea in Europe, with clients in the offshore oil and gas industry and wind turbine installation sector. The offer price of 135 pence per share valued the equity of GMS at £471.8 million. The IPO proceeds (primary and secondary), representing approximately 37.85% of total shares, were £178.6 million.

Jersey corporate adviser:

GMS is one of the largest private companies from the UAE to look outside the Middle East for a stock market listing. Choosing London, GMS will have access to a wider group of investors, as well as less stringent ownership rules than in their home market.

Graeme Paton, Head of Funds & Corporate Services at Minerva commented: “Our corporate services team is very pleased to have been included on a prestigious list of advisers and we would like to congratulate GMS on a very successful IPO”.

Alex Carus, Partner of Walkers commented “Walkers was delighted to be involved in this transaction for GMS which maintains our strong record in assisting innovative and fast growing companies raising funds and listing on premier international stock exchanges.”

Offshore legal adviser:

Duncan Anderson, Chief Executive Officer of GMS, concluded: "Through this successful IPO, we have achieved our goal of listing our Company on an international exchange, raising enough funds to continue growing our fleet and securing a new share currency which allows us to consider accretive acquisitions. The partnership with Gulf Capital, Horizon Energy and Al Ain Capital has been very beneficial for GMS and has allowed us to build together a global business in a very short timeframe".

Bank of America-Merrill Lynch and Barclays were global coordinators and bookrunners with JP Morgan Cazenove also acting as a bookrunner. Rothschild was the financial

This announcement appears as a matter of record only www.lawyer-monthly.com adviser to the company. LM

Gulf Marine Services

Genting Hong Kong Limited