O'Melveny Represents Real Gold Mining in US$156 Million Top-Up Placement

July 13, 2010



Andrea Rodeschini
O'Melveny & Myers LLP

Sonja Steptoe
O'Melveny & Myers LLP

HONG KONG ─ JULY 13, 2010 ─ O’Melveny & Myers LLP represented Real Gold Mining Limited (Real Gold), the leading People’s Republic of China’s gold mining company engaged in the exploration, mining, and processing of gold ore and sale of concentrates, in a top-up placing that raised approximately US$156 million.


Advised by an O’Melveny team, Real Gold recently completed a placement of 100 million shares at HK$12.15 (US$1.56) per share, followed by a subscription that raised a total of approximately US$156 million. The placing shares represent approximately 12.42% of the existing issued share capital of Real Gold, and approximately 11.05% of the issued share capital of Real Gold as enlarged by the subscription shares. Citigroup was the sole placing agent and the subscription was completed on July 7, 2010.  Real Gold intends to use the approximately US$156 million proceeds for potential future acquisitions and developments of mining and exploration projects.


Real Gold has been a forerunner in the capital markets, becoming the first company in February 2009 to list on the Hong Kong Stock Exchange following the financial crisis.  “This is a significant transaction because it was a Chapter 18 listing which specifically allows an issuer which specializes in mining to list without fulfilling all the main board listing requirements.  The success of the transaction also demonstrated the importance of Hong Kong as a fund raising venue for natural resources companies,” said O’Melveny & Myers Hong Kong partner Gordon Ng, who led the team.


This top-up placement is an example of the kinds of transactions that O’Melveny corporate finance lawyers , in their role as trusted advisors, are helping clients in the US, Asia, Europe, and the UK complete, even amid challenging market conditions.  “We are proud to have provided the strategic guidance and legal services Real Gold Mining needed to complete this transaction and to achieve its long-term business goal,” Ng said.


Ng, who joined O’Melveny’s Corporate Finance/Capital Markets Practice Group in May 2010, has 17 years of experience guiding large companies, financial institutions, and investors in sophisticated financial transactions including Hong Kong listings; general corporate financing; regulatory and compliance matters; and M&A deals.  In addition to Ng, the O'Melveny Hong Kong team, consisted of counsel Mark Chan and associates Joyce Tung and Victor Sit. Shanghai partner Kurt Berney and associate Vincent Lin provided US regulatory advice.


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