Herbert Smith Freehills Advises Sinopec Corp on Its US$3.1 Billion Share Placement

Herbert Smith Freehills has advised China Petroleum & Chemical Corp (“Sinopec Corp.”) on the Hong Kong and US aspects of its US$3.1 billion (HK$23.97 billion) private placement of new H-shares. The new shares will be listed on the Hong Kong Stock Exchange (“HKSE”) on or about 14 February, 2013. It will be the largest equity transaction in Asia so far this year, and Sinopec Corp.’s first major equity offering since its IPO in 2000.

The placement comprises approximately 2.85 billion new H-shares, at a price of HK$8.45 per share. These shares account for approximately 3.2% of the number of total issued shares of Sinopec Corp. and approximately 14.5% of its H-shares as enlarged after the placing.

Sinopec Corp. is one of the largest integrated energy and chemical companies with upstream, midstream and downstream operations in the PRC. Its principal operations include the exploration and production, pipeline transportation and sale of petroleum and natural gas; the sale, storage and transportation of petroleum products, petrochemical products, synthetic fibre, fertiliser and other chemical products; as well as importing and exporting oil, natural gas, petroleum products, petrochemical and chemical products. In addition to its H-shares listed on the HKSE, Sinopec Corp. also has A-shares listed on the Shanghai Stock Exchange and ADSs listed on the New York Stock Exchange and the London Stock Exchange.

The Herbert Smith Freehills team was led by corporate partner Tom Chau in Beijing, who was assisted by associates Arthur Xu and Shell Chen. The US securities team was led by partner Kevin Roy in Hong Kong, who was supported by counsel Zhong Wang and associates Jin Kong and Geng Li.

Tom Chau commented:

“We are delighted to have had the opportunity to work with Sinopec on its share placement. This transaction has once again demonstrated the depth and abilities of Herbert Smith Freehills’ capital markets practice as well as how well our integrated practice teams work together.”

Kevin Roy commented:

“We are very pleased to have been able to assist one of our key clients on such a large and significant global transaction.”

Goldman Sachs acted as sole global coordinator, bookrunner and placing agent for the deal.

Herbert Smith Freehills have worked for the Sinopec Group since the late 1990s. Recently, we also advised the Sinopec Group on

  • its acquisition from Talisman Energy of 49% of Talisman’s UK North Sea business for approximately US$1.5 billion, including on the sale and purchase and joint venture arrangements; and
  • the subscription through its subsidiary for additional shares in Australia Pacific LNG Pty Ltd for a net consideration of approximately US$1.1 billion, which on completion will raise Sinopec’s ownership interest from 15% to 25%

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