Press Release

Milbank Advises On Largest India IPO To Date

Reliance Petroleum IPO to Finance World’s Largest Oil Refinery Complex

LONDON, May 9, 2006 – The international law firm Milbank, Tweed, Hadley & McCloy LLP has advised the underwriters for India’s largest initial public offering, by Reliance Petroleum Limited, which is constructing what will become part of the world’s largest refinery complex. The IPO which closed this month raised Rs. 270 billion (US$ 600 million) representing 10 percent of the post-IPO capital of the company, which is 75 percent owned by Reliance Industries, the largest business group in India. Chevron has a five percent ownership stake.

The issuer, Reliance Petroleum Limited, is a start-up company, formed to set up a greenfield petroleum refinery and polypropylene plant in a Special Economic Zone in Jamnagar in the state of Gujarat in western India, near the Pakistan border. In addition to the IPO, funding has been provided by Reliance Industries and institutional shareholders, with additional financing expected from banks, export credit agencies and others. Milbank is also representing the commercial bank lenders to the project. JM Morgan Stanley and DSP Merrill Lynch in Mumbai led the IPO’s group of nine book-running lead managers.

Tom Siebens, the London-based partner who led the Milbank representation, said, “Despite challenges presented by recent changes in Securities and Exchange Board of India guidelines, new developments during the process, such as the Chevron investment, and the sheer size of the domestic offering, we were able to complete this transaction in just three months. And that included the 30 days required for review of the offering document by the SEBI.” He added, “Success was a result of the very close coordination among the company’s team, the nine lead managers, legal counsel, SEBI and the auditors. The spread of our team allowed the around-the-clock coverage necessary at times and played to Milbank’s strengths in managing large cross-border offerings.”

The Milbank team also included Hong Kong managing partner Anthony Root, corporate partner Glenn Gerstell in Washington, D.C., tax partner Andrew Walker in New York, and associates Naomi Ishikawa in Singapore, Chris Yonan in London and Dara Panahy in Washington, D.C.

Other Counsel
Indian law advice was provided by Khaitan & Co (local counsel to the underwriters), Junnarkar & Associates (local counsel to Reliance) and Amanchand Mangaldas (special counsel to the transaction), while Davis, Polk & Wardwell served as international counsel to Reliance.

About Milbank
Milbank, Tweed, Hadley & McCloy LLP is a preeminent global law firm that is recognized for more than 140-years for providing innovative legal solutions in many of the world’s largest, most complex, “first-ever” corporate transactions, including capital markets, corporate finance, project finance, acquisition finance, and other major fields of law practice. Milbank clients range from prominent multinational financial, industrial and commercial enterprises to governments, institutions and individuals. The Firm is headquartered in New York, with offices in Los Angeles, Washington, D.C., London, Frankfurt, Munich, Tokyo, Hong Kong and Singapore.

With offices in Asia for 30 years, Milbank has one of the deepest and broadest practices among U.S. firms in Asia, encompassing capital markets, mergers and acquisitions, acquisition finance, structured products transactions, project finance, restructuring, leasing and transportation finance. Milbank has approximately 35 attorneys resident in its Singapore, Hong Kong and Tokyo offices, with attorneys qualified to practice New York and English law. Milbank’s Asian team, which was nominated for International Financial Law Review’s (“IFLR”) “Debt & Equity Firm of the Year,” continues to be at the forefront of some of the most notable deals in Asia, including the largest corporate debt offering ever, the largest distressed deal ever, and two of the largest private equity deals. Milbank has played an active role in landmark transactions spanning virtually every Asian country and across diverse industries.


Contact

Tom Siebens
T: +44-20-7615-3000
tsiebens@milbank.com


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