García Sayán Abogados advised Savia on receiving a loan amounting to US$ 100'000,000.00
granted by the Banco Santander (Hong Kong) with the participation of Korea Trade Insurance
Corporation (K-SURE), an insurance company from South Korea in its first business operation in
Peru, to secure the loan. There was not any other legal firm involved. García Sayán also acted as
legal adviser to Banco Santander.
García Sayán Abogados advised El Brocal on the negotiation and/or signing of four (4) ISDA Master Agreements.
García Sayán Abogados advised Buenaventura, together with Milbank Tweed law firm from New York, on preparing its 20-F Declaration (Form 20-F) that is submitted to the Securities and Exchange Commission of Washington D.C.. This obligation arises from the existence of its ADRs traded on the New York Stock Market.
García Sayán Abogados advised the Peruvian Auditing Companies partners of Ernst & Young, PriceWaterhouseCoopers, Deloitte & Touche, KPMG and BDO on getting the extension of their register with the Public Company Accounting Oversight Board ("PCAOB") subject to the Security and Exchange Commission (SEC) in New York, inside the framework provided by the Sarbanes Oxley Act of 2002.
García Sayán Abogados advised the sellers on selling 67% of SOLFÍN´s shares to the Banco
Nacional de Bolivia, which acted through its brokerage firm BNB Valores S.A. Agencia de Bolsa.
Parties agreed to keep confidential the operation price.
García Sayán Abogados advised Carlyle on purchasing new shares and warrants giving options to subscribe new shares of CFG, a Chinese fishing corporation listed in the Stock Exchange of Singapore (SGX: B0Z.SI), for a total amount of US$ 190.000.000. As result of the operation and, before the exercise of said options, Carlyle, through its affiliates, completed a total participation of 13.62% in CFG. Transaction was announced by CFG on June 29, 2010.
García Sayán Abogados acted as Carlyle legal adviser in the legal auditing process to the CFG subsidiaries in Peru, CFG Investment S.A.C., Epesca Pisco S.A.C., Sustainable Pelagic Fishery S.A.C. and Sustainable Fishing Resources S.A.C. as well as to clarify consultations made related to the Peruvian fishing legal system.
García Sayán Abogados advised Volcan on selling a percentage of its own shares for a value exceeding US$ 400,000,000.00 through the Lima Stock Exchange.
García Sayán Abogados advised Corporación Financiera on selling the shares this company had in Empresa Eléctrica de Piura S.A. (EEPSA) and Cabo Blanco. In this process, ENDESA had to make a public offer of shares to purchase shares from the EEPSA´s minority shareholders. After several months of negotiations, ENDESA agreed to launch the OPA and also to purchase the shareholding that Corporación Financiera had in Cabo Blanco, an ENDESA minority shareholder.
García Sayán Abogados advised CELEPSA on incorporating a company that was registered on September 28, 2010. This new company is Centro Acuícola Catahuasi SRL, and has as partners CELEPSA and the Comunidad Campesina de Catahuasi, a peasant community located next to the Hydroelectric Plant El Platanal, dedicated to raise and market freshwater shrimp in the Cañete River. The incorporation of Centro Acuícola Catahuasi SRL is done within the framework of a responsible and sustainable policy of community relationships looking for developing the community members' management skills. The Centro Acuícola Catahuasi reached a double milestone, because besides representing an unprecedented partnership agreement, it is a successful shrimp farming Project in Peru.
Within the Miski group reorganization, García Sayán Abogados was in charge of the merger of Emerging Markets Mining S.A.C. with Minera Miski S.A.C. Merger came in force on April 1, 2010.
García Sayán Abogados was in charge of the merger of Sociedad Minera La Recuperada 2003 SAC in Minera Miski S.A.C. as absorbing company. Merger included transfer of ownership of several mining concessions and came in force on December 1, 2010.
García Sayán Abogados was in charge of a spin-off process of a corporate block of Patache S.A.C., in favor of Bodega Alvizuri S.A.C. which was dedicated to distillation of grape, industrialization and marketing of Pisco. The corporate block subject to the transfer, not only included equipment transfer, but real property. The spin-off came in force on December 1, 2010.
García Sayán Abogados, advised CENCOSUD, on an agreement for applying the Escrow Funds and rules for selling stocks. The Agreement included: (i) establishing rules for applying and distributing funds held in an Escrow Account since the acquisition CENCOSUD S.A. made on December 2007 to Wong brothers of 100% of the shares of the then nominated/called GSW S.A., holding company of Wong/Metro Group; (ii) establishing compensation rules in charge of the Wong brothers; and (iii) fix the rules for selling Cencosud S.A. shares owned by the Wong Family, operation taken place in March 2010 in the Stock Exchange of Santiago de Chile, amounted to US$ 200,000,000.00.
García Sayán Abogados advised Chungar on getting the first favorable judgment from the Tax Court regarding the observations SUNAT made about the application of the Rollback clause used on the mining commercial agreements and that has generated observations from SUNAT to several mining companies.
García Sayán Abogados has accompanied the above mentioned clients in developing the "Torre
República" real estate project, including the contribution of their properties to the company
Capital Center S.A. within the "Torre República" real estate project. García Sayán Abogados
has participated advising its clients in elaborating the Real Estate Trust done with the Banco de
Crédito del Perú for constructing the "Torre República" project, and once construction of "Torre
República" was finished, García Sayán Abogados has advised its clients on the transfer of the
properties corresponding to the business in favor of third parties. Operation amounts remain
García Sayán Abogados advised Inversiones Benavides on the real estate Due Diligence of three hotels located in Peru (name kept confidential). In this operation García Sayán Abogados, beside the study of the properties title, also advised its client on the agreements forming the operation. Operation amount is over US $8'000,000.00.
García Sayán Abogados advised Buenaventura on subscribing into a Joint Venture with Minera Gold Fields (South Africa) to develop the Chucapaca Mining Project. Both companies have created a special vehicle to develop the above mentioned Mining Project, keeping Buenaventura 49%. Option contracts, shareholders' agreements and capital disbursements have been negotiated and subscribed. The Chucapaca Project is the largest gold discovery in America, in the last three years its potential is estimated in about 6 millions of gold ounces.
García Sayán Abogados advised Inversiones Benavides on its partnership with La Positiva for executing a real estate Project in the city of Lima. Product of such partnership, García Sayán Abogados, advised both companies on purchasing three properties in one of the best commercial areas of Lima in order to develop what will be a Business Center. Operation amount is US$9'000,000.00
García Sayán Abogados advised COAPRO and Don Fermín S.R.L on the joint selling of more than 43 hectares of land, located in the department of Ica. Sale was executed in favor of Inversiones Centenario S.A.A. García Sayán Abogados also regularized the titles of all lands.
García Sayán Abogados advised Inversiones Midas S.A. on the real estate Due Diligence of twenty-two (22) properties part of a same building, by studying the due title of each one of them and of the building itself.
García Sayán Abogados advised Reliant Ventures (a Grupo Silver Standard's company), holder
of the San Luis (Ancash) Project, on making a due diligence and legal advice on 41 gold and
silver mining concessions included in the San Luis Project, to meet the TSX report requirements.
The project demands an investment of about US$ 90,000,000.00.
García Sayán Abogados gives permanent legal advice to Coimolache on developing the Tantahuatay Project, which is in construction process in order to produce 100,000 gold ounces per year, since September 2011, with an approximate amount of US$ 60,000,000.00.
García Sayán Abogados advised Volcan on the negotiation and subscription of a Power Transmission Agreement with ATN1 S.A., company of the Abengoa group from Spain for a 32 years term. Amount involved exceeds US$ 20'000,000.00