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September 2010

ABU DHABI BRUSSELS DUBAI FRANKFURT HONG KONG LONDON MADRID MILANMUNICH NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO WASHINGTON DC

India group briefing

Project finance in India: Rupee loandocumentation and issues forinternational sponsors

India's infrastructure market continues toattract international interest. In 2009, Indiatopped global project finance league tableswith US$30bn of deals transacted in thecountry according to figures released byReuters Project Finance International andThomson Reuters SDC1. Infrastructuredevelopment in India is estimated torequire US$1.7tr over the next decade2.The Eleventh Five-Year Plan contemplatesmore than US$500bn of investment ininfrastructure by 2012. Public privatepartnerships are projected to account fornearly 30 per cent of the proposedinvestment.

Much of the foreign investment in infrastructure has

been by way of equity. The roads sector has attracted

several international construction companies, such as

Atlantia of Italy, Isolux Corsan of Spain and John Laing

of the UK3. All four airport PPPs that have achieved

financial closure to date have similarly benefited from

foreign equity participation4; foreign sponsors and

venture capitalists are also showing interest in India's

burgeoning power sector. Morgan Stanley, Goldman

Sachs, General Atlantic, Everstone Capital and

Norwest Venture Partners have invested US$425m

into Asian Genco, an infrastructure company that

invests in Indian power generation5, and Singapore's

Sembcorp recently concluded a joint venture

agreement with an Indian infrastructure company to

set up a 1,320 MW power plant at Krishnapatnam in

the state of Andhra Pradesh6.

Project financing structures in India are generally no

different to those prevalent internationally. Foreign

sponsors may enter into joint venture agreementswith an Indian partner to form the special purpose

vehicle (SPV) which executes the project. The SPV

may then enter into a concession agreement with an

Indian government entity, construction and operating

agreements with various contractors, and financing

agreements with lenders. However, lending practices

among Indian lenders can differ significantly from

those in the international project finance market.

This briefing examines the key issues arising for

foreign sponsors participating in a joint venture SPV

borrowing from a consortium of Indian banks to

finance a project where the debt is secured only by

the assets and cash flows of the project itself and

recourse to sponsors is limited to the amount of their

equity commitment and, if provided, any completion

or cost overrun support, i.e. on a limited recourse

basis.

Key commercial issues

Interest rates and margin resets

Until recently, interest rates for Indian Rupee (INR)

loans were based on a reference rate, usually the

prime lending rate (PLR). From 2003, banks have

been free to set their PLRs but in the absence of a well

developed interbank market these tracked the Reserve

Bank of India's (RBI) repo and reverse repo rates. This

did not, however, result in convergence of the PLRs ofthe major banks into a benchmark reference rate

similar to, for example, LIBOR. PLRs have been

phased out from 1 July 2010 in favour of more

transparent base rates7, although this will still not

result in a single reference rate across all banks. The

National Stock Exchange together with the Clearing

Corporation of India does, however, provide a

benchmark reference rate, viz. the Mumbai Interbank

Offer Rate or MIBOR, but absent a term money market,

there are no reliable interest rate quotes available for

one/three/six/nine/twelve-month transactions.

Hedging of interest rate risk becomes almost

impossible in the absence of a benchmark reference

rate. While it may be theoretically possible to hedge

individual loans from each bank in the syndicate, the

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administrative difficulty in managing a large number of

swaps, the costs involved and the absence of any

multiple transaction payment netting systems in India

render this option economically unattractive. Problems

could also occur during syndication if a loan was

hedged and the incoming lender's base rate differed

significantly from the outgoing lender's base rate. This

would require termination of the existing hedge and

entry into a new hedge in respect of the new loan,

possibly resulting in considerable breakage costs.

Long term fixed rates are generally not available on

INR borrowings nor can interest costs be passed

through under the relevant concession agreements, so

fluctuating base rates are simply a commercial reality.

There are, however, a number of mitigating factorswhich have so far provided considerable comfort to

Indian borrowers:

PLRs (now phased out) have not fluctuatedsignificantly in the past ten years and range

between 10 and 15 per cent8; major banks have

currently fixed their base rates at between 7 and 8

per cent9;

nearly 80 per cent of the lenders in the Indianproject finance market are government-owned

banks and financial institutions, which leads to de

facto convergence of reference rates; and

borrowers have sometimes managed tosuccessfully negotiate fixed rates during the

construction period or reference rates linked to

yields on Government of India securities.

Another feature of interest rates that concerns foreign

sponsors is the individual lenders' ability to reset

margins. Margins are reset annually or semi-annually

after a certain period. Increases are uncapped

although the risk of significant increases recedes

somewhat once construction is complete as borrowers

can usually refinance at better rates.

Unpredictable margins together with the absence of a

benchmark reference rate and effective hedging

mechanisms means that financing costs cannot be

determined or predicted with certainty. This gives rise

(among other things) to monitoring issues for lenders

because the value of forward-looking cover ratios,

such as, for example, the loan life cover ratio or the

project life cover ratio is questionable in the absence

of fixed financing costs.

External funding could be considered as an

alternative to INR borrowings to mitigate interest raterisk, but:

regulations currently restrict this to US$500m in afinancial year under the "automatic" route10

provided certain other conditions are fulfilled, i.e.

RBI approvals are required for external borrowings

outside these parameters; and

concession agreements do not envisage transfer offoreign exchange risk to the relevant government

entities and foreign exchange forwards are

typically only available for up to two years which

makes managing this risk difficult, although some

recent projects have benefited from external

funding11.

Consequently, debt funding for planned projects is

expected to come mostly from domestic sources at

least in the medium term.

Prepayment premiaIt is standard practice in the Indian finance market to

require the payment of a premium on prepayment of

loans. INR loan documentation will typically allow

prepayments on the dates on which margins are reset

(annually or semi-annually), subject to the payment of

a premium. In a project finance context, prepayments

during the construction will not usually be allowed,

which is in line with international practice.

Role of facility agent

The facility agent's role under INR loan documentation

can sometimes be confined to receiving and

disseminating information to the lenders. A facility

agent under LMA-based loan documentation is the

interface between the borrower and the lenders and

also between the lenders themselves, thus removing

some of the administrative burden from the borrower.

Its functions would typically include disbursing loans

and repayments, monitoring covenants and facilitating

the lender decision-making process. The absence of an

LMA-style facility agent means that:

conditions precedent are confirmed by each lenderseparately to the borrower;

loan disbursements are made by each lenderseparately to the borrower;

payments under the financing documents includingloan repayments, interest payments, prepayments,

etc. are made by the borrower separately to each

lender; and

requests for amendments and waivers under thefinancing documents are made separately by the

borrower to each lender.

The need for a facility agent is questionable if its role

is to be largely ceremonial but it is unclear why some

facility agents under INR loan documentation havesuch a limited role, particularly when there are no

legal or regulatory impediments and Indian banks

routinely undertake LMA-type agency functions under

their foreign currency loan agreements.

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Lender decision-making

Lender decision-making is typically regulated by an

intercreditor agreement between the lenders. The

borrower is not generally a party to the intercreditor

agreement and lenders will usually resist legal

obligations to provide copies of the intercreditor

agreement or keep the borrower informed of any

amendments to it. The borrower is, consequently,

unable to enforce the terms of the intercreditor

agreement against the lenders as there is no

legislation in India similar to the UK Contracts (Rights

of Third Parties) Act 1999. There is, therefore, no

transparency with regards to the lender decision-

making process, which can lead to considerable

uncertainty for the borrower. Borrowers have

occasionally succeeded in negotiating provisions intheir loan agreements requiring lender decision-

making to be by majority. The manner in which that

majority is determined will, however, still be regulated

by the intercreditor agreement, which can be amended

without borrower consent.

Covenant package

While the covenant package for Indian project finance

transactions is not dissimilar to that prevalent in

international project finance transactions in terms of

scope, when examined in detail, it is often onerous,

characterised by "hair trigger" representations,covenants and defaults. In particular, the following

should be noted by foreign sponsors:

Cred i t i n fo rma t ion

The Credit Information Bureau (India) Limited (CIBIL)

was established in 2000 for "collecting, collating and

disseminating credit information pertaining to both

commercial and consumer borrowers, to a closed user

group of Members"12. Most banks and financial

institutions are members of CIBIL and have access to

information stored within it. RBI guidelines require

banks to report "wilful defaulters" to CIBIL or any

similar agency authorised by the RBI13. INR loan

documentation will give lenders unrestricted rights to

report borrower defaults to CIBIL although in practice

lenders will be loathe to report defaults because this

could require them to accelerate the loan and declare

it to be a non-performing asset (NPA) (please refer to

the section "RBI regulations" below).

Commerc ia l t e rms

Although commercial prudence may preclude lenders

from accelerating where "immaterial" defaults arise as

a result of extremely tight covenants, lenders will have

sufficient leverage to renegotiate key commercialterms as a quid pro quo for waivers, the most

significant of these being margins (which as noted

above are reset periodically). The existence of a

default would enable lenders to demand margins that

are significantly higher than those prevailing in the

market. Whether or not lenders use their leverage to

obtain better terms will obviously depend on the

relative bargaining position of the parties, with

financially weaker Indian borrowers and foreign

sponsored borrowers exposed to significantly greater

risks compared to stronger Indian (or Indian-

sponsored) borrowers. Indian borrowers will usually

seek to build in sufficient cure periods to ensure

flexibility or to weed out lenders that are not

amenable to it at the term sheet stage.

A ppo in tm en t o f consu l t an t s and nom inee

d i rec to rs

Another peculiarity of INR loan documentation for

project finance transactions is the lenders' ability toappoint technical, management or other consultants to

inquire into the operations of the borrower or the

project and report to the lenders almost at will.

International project finance documentation will

usually restrict such appointments to circumstances

where defaults or potential defaults are continuing.

It is also usual practice in India for financial

institutions providing credit facilities to companies to

appoint directors to the boards of those companies

although in a project finance context this is generally

limited to circumstances where a default is continuing.

The Indian Companies Act 1956 (Companies Act) does

not distinguish between "nominee" and other directors.

The function of a nominee director is primarily to

protect the interests of the entity nominating him/her.

This may result in conflict with shareholder interests

but the legal position is uncertain. Nominee directors

do, however, enjoy certain privileges. For example,

they are not subject to retirement by rotation

pursuant to section 255 or disqualification under

section 274(1)(g) of the Companies Act14.

Costs of appointing consultants and nominee directors

including their fees and expenses are required to be

borne by the borrower.

Sponsor support

It is not uncommon for Indian lenders to request

sponsor support that is not normally expected on

international project finance transactions. Thus, for

example, although the financing of the Jamnagar

Refinery Project was not secured by any sponsor

guarantee, the sponsor, Reliance Industries Limited,

did provide completion support for an uncapped

amount. Similarly, GMR Infrastructure provided

guarantees for both the Jadcharla-FarukhnagarHighway PPP and the Adloor-Yellareddy-Pochanpalli

Highway PPP projects15. This could be a significant

issue for international sponsors because not only

would it undermine the limited/non-recourse nature of

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the project but could also have significant balance

sheet impacts. The trend, however, appears to be

changing and several projects have achieved financial

closure without significant sponsor support.

Costs of taking security

Costs of taking security in India can seem prohibitive

compared to other jurisdictions. This is mainly due to

the high stamp duties payable on security documents,

which is on an ad valorem basis. In other words, the

stamp duty payable on a security document will

depend on the amount it secures16. The actual amount

payable will vary from state to state. Under India's

federal legislative system, the power to impose stamp

duty is divided between the central and state

governments; each state has the ability to enactstamp duty legislation in relation to security

documents17. A document is only subject to stamp

duty if it is executed in India. Documents executed

outside India will attract stamp duty when they are

brought into India, e.g. for the purpose of

enforcement. Unstamped documents will not be

admissible in evidence and will consequently be

unenforceable. Lenders will not wish to take risks

associated with not stamping documents and will

usually insist that they are stamped upfront. This

could be a significant issue because stamp duty costs

will inevitably be passed on to borrowers.

Key regulatory issues

Under the Indian Transfer of Property Act 1882, only

"English" mortgages18 enable mortgagees to enforce

security without recourse to judicial process. In all

other cases, security has to be enforced through the

courts. This is often a very slow and cumbersome

process taking up to 15 years19, which has heightened

the risk of borrower default. The Indian Government

has, over the years, taken a number of steps to curb

financial indiscipline and ensure that banks and

financial institutions are not held to ransom byrecalcitrant borrowers. Among these were the

promulgation of guidelines empowering banks to take

action against defaulting borrowers without having to

resort to judicial enforcement, establishment of the

Debt Recovery Tribunals (DRTs) under the Recovery of

Debts Due to Banks and Financial Institutions Act

1993 (RDB Act), the more recent enactment of the

SARFAESI Act and the proposed establishment of "fast

track" commercial courts pursuant to the Commercial

Division of High Courts Bill 2009 (Commercial Courts

Bill).

Arguably, both the RDB Act and the SARFAESI Act

traverse similar ground but while the DRTs expedited

the adjudicatory process, the dispositive process

remained ineffective because the RDB Act failed to

provide a comprehensive framework for execution of

DRT decrees20. The SARFAESI Act was intended to

address this asymmetry by shortening the

enforcement process but a spate of litigation has

meant that much of this promise remains unfulfilled21.

Foreign sponsors, however, need to take into account

these developments while negotiating INR loan

documentation.

RBI regulations

RBI guidelines now require banks to classify loans in

respect of which interest or any instalment of principal

remains unpaid for over 90 days as NPAs22 and where

the default in payment is "wilful", i.e. the borrower has

the capacity to honour its obligations but fails to do so,

to take action against it23. "Hair trigger" covenantsincrease the risk of a loan being declared an NPA or

the borrower to be a wilful defaulter. The term

"default" as used in the guidelines should, however, be

distinguished from "default" under the loan

documentation. "Default" under the guidelines only

refers to a payment default. Thus, a default under the

guidelines would occur if the lenders demand early

repayment of the loan (i.e. acceleration) as a result of

a default under the loan documentation and no

payment is made.

Where a loan is declared to be an NPA:

banks are required to make provisions for it intheir books;

it cannot be recognised as income unless it isactually received; and

the interest accrued and credited to the incomeaccount in past periods is to be reversed and not to

be treated as income unless realised24.

While there is no express regulatory requirement to

recover NPAs, as a matter of prudent practice and to

comply with the risk ratio / capital adequacy

requirements (which will be affected due to theexistence of NPAs and provisioning requirements),

banks may feel compelled take steps to recover loans

that become NPAs or significantly increasing their

monitoring thereby increasing risks for borrowers.

The consequences for a borrower that is declared to

be a wilful defaulter are more far-reaching. Thus:

banks are mandatorily required to: report wilful defaulters to CIBIL or any similar

agency authorised by the RBI;

take action to recover the loan, which wouldinclude initiation of legal process "against the

borrower/guarantors and foreclosure";

banks may initiate criminal proceedings wherevernecessary;

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no additional facilities can be granted by any bankor financial institution to wilful defaulters;

directors of wilful defaulters are barred fromholding similar positions in companies in which

banks or notified financial institutions have a

significant stake; and

promoters of wilful defaulters are barred frominstitutional finance for floating new ventures for a

period of five years25.

As a matter of practical reality, however, lenders are

unlikely to accelerate for "immaterial" defaults

especially in a project finance context because of the

inefficiencies of the judicial process, although this

could change once the enforcement process under the

SARFAESI Act is strengthened or the commercialcourts envisaged under the Commercial Courts Bill

become functional (please see below).

SARFAESI Act

Once a loan is classified as an NPA in a lender's books

or a borrower is declared a wilful defaulter, the lender

can proceed to recover the loan under the SARFAESI

Act26 by simply issuing a notice to the borrower

requiring it to pay the amount due within 60 days27. If

the borrower fails to make payment within this period,

the lender can:

take possession of the secured assets; take over the management of the business of the

borrower where it is held as security;

appoint a manager of the secured assets whichhave been possessed; or

issue a "garnishee" notice to any person who hasacquired any secured assets from the borrower and

from whom any money is due to the borrower28.

The borrower is entitled to raise objections to the

enforcement of security by the lender and, if it does so,

the lender is required to communicate its decision to

the borrower within one week together with, wherethe lender rejects the borrower's objections, reasons

for its rejection29. The borrower can contest the

enforcement by making an application to the

appropriate DRT30. Decisions of the DRT are

appealable to the Appellate Tribunal if the borrower

deposits 50 per cent of the amount claimed, which the

Appellate Tribunal is empowered to reduce to 25 per

cent31.

The SARFAESI Act cannot be invoked to enforce

(among other things) the following types of security:

liens on any goods, money or security given underany other law;

pledges of movables; security over ships and aircraft;

where the amount secured is less thanINR100,000;

where the amount due is less than 20 per cent ofthe principal amount and interest thereon; and

security over agricultural land32.

Commercial Courts Bill

The lower house of the Indian Parliament passed the

Commercial Courts Bill in its 2009 winter session. The

bill, which is expected to be approved by the upper

house during the monsoon session (2010) of

Parliament, is based on the recommendations of the

188th Report of the Law Commission of India and aims

to expedite the adjudication of high value commercial

disputes33 by establishing dedicated "commercial"

divisions within every High Court on the lines of theCommercial Court of the Queen's Bench Division of the

High Court (of England and Wales). Once these courts

are established, it will be possible to obtain judgment

within one year of the suit being filed as compared to

the 10-15 years at present. This should significantly

mitigate the risk of borrower default for lenders but

borrowers will then need to ensure that the loan

documentation is sufficiently flexible so as to enable

them to conduct their day-to-day operations without

fear of legal action by the lenders.

Conclusion

Although the Indian project finance market continues

to go from strength to strength, INR loan

documentation does not appear to have kept pace

with developments or reflect many international

"norms". There are a number of reasons for this. True

non-recourse / limited recourse lending in India is still

at an embryonic stage and it is not uncommon for

lenders to request and be provided with some form of

sponsor support even where the transaction is

structured as a "project financing". A majority of the

lenders in the Indian project finance market are public

sector institutions that place considerable reliance onprecedent, which often results in an inflexible

approach to negotiations. Difficulties in enforcing

contracts through the courts have also contributed to

a transactional process that is relationship- rather

than documentation-driven. While this may provide

greater flexibility, it increases uncertainty for foreign

sponsors, many of whom will not be familiar with the

intricacies of the lending market and practices in India.

Foreign sponsors have addressed many of these risks

by partnering with Indian companies who have the

financial wherewithal, human resources and localknowledge to effectively manage the transaction

process. It is significant that no foreign sponsor has

"gone it alone" to date but if one does, it will need to

ensure that its advisers are involved from a very early

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stage in the negotiations and have the expertise

necessary to navigate the often complex web of

regulatory, bureaucratic and cultural relationships to

effectively implement and manage the project.

Regulatory developments such as the SARFAESI Act

and the Commercial Courts Bill, however, mean that

the approach to documentation will have to change

because unenforceability risk will be considerably

mitigated, tipping the balance in favour of lenders.

Whether or not reduced risk of borrower default will be

sufficient to dislodge entrenched lender positions on

key issues, however, remains to be seen.

The authors would like to thank DSK Legal for their

assistance in the preparation of this briefing.

Notes:

1 Reuters, 13 January 2010.2 Reuters, 16 September 2009.3 See List of Projects Awarded during 2008-09 and 2009-10,

www.nhai.org.

4 Bangalore, Hyderabad, Mumbai and New Delhi. See ProjectsDatabase, www.ijonline.com.

5 "India Power investments lead the way", Infrastructure Journal,19 March 2010.

6 "Government taking steps to attract FDI in power sector", TheEconomic Times, 25 May 2010.

7 RBI/2009-10/390, DBOD. No Dir BC 88 /13.03.00/2009-10,www.rbi.org.in.

8 India Prime Lending Rates (PLR) of banks, 6 April 2009,http://in.reuters.com.

9 A glance at base rates of all the banks, 1 July 2010,www.moneycontrol.com.

10 Indira Gandhi International Airport PPP, Tata's Mundra Ultra MegaPower Project and Palanpur - Swaropgunj Toll Road PPP. See

Projects Database,www.ijonline.com.

11 For projects that are not in the hospital, hotel or software sectors.For the latter type of project, the limit is US$100m in any financial

year. See RBI Master Circular (No. 08/2010-11) on External

Commercial Borrowings and Trade Credits dated 1 July 2010,

www.rbi.org.in.

12 www.cibil.com.13 RBI Master Circular on Wilful Defaulters dated 1 July 2010,

RBI/2010-11/57, DBOD No. DL.BC. 20 /20.16.003/2010-11

www.rbi.org.in.

14 General Circular No: 8/2002 issued by the Department of CompanyAffairs.www.mca.gov.in.

15 www.ijonline.com.16 See, for example, Art 6 of Schedule 1 to the Bombay Stamp Act

1958.

17 Under Article 246 read with Seventh Schedule, List II, Entry 63 ofthe Constitution of India.

18 Where title to mortgaged property is conveyed to the mortgageesubject to the mortgagor's equity of redemption.

19 See, for example, the observations of the 3rd Circuit Court ofAppeals (New York) in Bhatnagar -v- Surendra Overseas Limited

(1995) 52 F.2.d. 1220 (3rd Cir) and more recently of the New YorkSupreme Court in Modi Enterprises -v- ESPN (2003) and referred to

in the 188th Report of the Law Commission of India available at

www.lawcommissionofindia.nic.in.

20 Mardia Chemicals -v- Union of India, AIR 2004 SC 2371.21 See, for example, ibid.22 RBI Master Circular on Prudential Norms and Asset Classification

dated 1 July 2010, RBI/2010-11/74, DBOD.No.BP.BC.21

/21.04.048/2010-11www.rbi.org.in.

23 RBI Master Circular on Wilful Defaulters, supra.24 RBI Master Circular on Prudential Norms and Asset Classification,

supra.

25 RBI Master Circular on Wilful Defaulters, supra.26 Section 13(1) of the SARFAESI Act.27 Section 13(2) of the SARFAESI Act.28 Section 13(4) of the SARFAESI Act.29 Section 13(3A) of the SARFAESI Act.30 Section 17 of the SARFAESI Act.31 Section 18 of the SARFAESI Act.32 Section 31 of the SARFAESI Act.33 Above INR50m.

http://www.nhai.org/http://www.nhai.org/http://www.nhai.org/http://www.ijonline.com/http://www.ijonline.com/http://www.rbi.org.in/http://www.rbi.org.in/http://in.reuters.com/http://in.reuters.com/http://in.reuters.com/http://www.moneycontrol.com/http://www.moneycontrol.com/http://www.ijonline.com/http://www.ijonline.com/http://www.ijonline.com/http://www.rbi.org.in/http://www.rbi.org.in/http://www.rbi.org.in/http://www.cibil.com/http://www.cibil.com/http://www.rbi.org.in/http://www.rbi.org.in/http://www.rbi.org.in/http://www.mca.gov.in/http://www.mca.gov.in/http://www.mca.gov.in/http://www.mca.gov.in/http://www.ijonline.com/http://www.ijonline.com/http://www.lawcommissionofindia.nic.in/http://www.rbi.org.in/http://www.rbi.org.in/http://www.rbi.org.in/http://in.reuters.com/http://www.rbi.org.in/http://www.lawcommissionofindia.nic.in/http://www.ijonline.com/http://www.mca.gov.in/http://www.rbi.org.in/http://www.cibil.com/http://www.rbi.org.in/http://www.ijonline.com/http://www.moneycontrol.com/http://www.rbi.org.in/http://www.ijonline.com/http://www.nhai.org/

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Ashurst and India

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Ashurst has been very active in the Indian market since the first phase of deregulation and liberalisation, and our

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Key features of our India group include:

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For more detail on Ashurst's experience in India or on our India group, please speak to any of the contacts listed

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This publication is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to.Readers should take legal advice before applying the information contained in this publication to specific issues or transactions. For more informationplease contact us at Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA T: +44 (0)20 7638 1111 F: +44 (0)20 7638 1112www.ashurst.com.

Ashurst LLP and its affiliated undertakings operate under the name Ashurst. Ashurst LLP is a limited liability partnership registered in England andWales under number OC330252. It is regulated by the Solicitors Regulation Authority of England and Wales. The term "partner" is used to refer to amember of Ashurst LLP or to an employee or consultant with equivalent standing and qualifications or to an individual with equivalent status in one ofAshurst LLP's affiliated undertakings. Further details about Ashurst LLP and its affiliated undertakings can be found at www.ashurst.com. Ashurst LLP 2010 Ref:481860 2 September 2010

Abu Dhabi

Suite 101, Tower C2

Al Bateen Towers

Bainunah (34th) Street

Al Bateen

PO Box 93529

Abu Dhabi

United Arab Emirates

T: +971 (0)2 406 7200

F: +971 (0)2 406 7250

Brussels

Avenue Louise 489

1050 BrusselsBelgium

T: +32 (0)2 626 1900

F: +32 (0)2 626 1901

Dubai

Level 5, Gate Precinct Building 3

Dubai International Financial Centre

PO Box 119974

Dubai

United Arab Emirates

T: +971 (0)4 365 2000

F: +971 (0)4 365 2050

Frankfurt

OpernTurm

Bockenheimer Landstrae 2-4

60306 Frankfurt am Main

Germany

T: +49 (0)69 97 11 26

F: +49 (0)69 97 20 52 20

Hong Kong

16/F ICBC Tower

Citibank Plaza

3 Garden Road

Central, Hong Kong

T: +852 2846 8989

F: +852 2868 0898

London

Broadwalk House

5 Appold Street

London EC2A 2HA

UK

T: +44 (0)20 7638 1111

F: +44 (0)20 7638 1112

Madrid

Alcal, 44

28014 Madrid

Spain

T: +34 91 364 9800

F: +34 91 364 9801/02

Milan

Via Sant'Orsola, 3

20123 Milan

Italy

T: +39 02 85 42 31

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Munich

Prinzregentenstrae 18

80538 Munich

Germany

T: +49 (0)89 24 44 21 100F: +49 (0)89 24 44 21 101

New York

Times Square Tower

7 Times Square

New York, NY 10036

USA

T: +1 212 205 7000

F: +1 212 205 7020

Paris

18, square Edouard VII

75009 ParisFrance

T: +33 (0)1 53 53 53 53

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Singapore

55 Market Street

#07-01

Singapore 048941

T: +65 6221 2214

F: +65 6221 5484

Stockholm

Birger Jarlsgatan 6B

Box 55564

102 04 Stockholm

Sweden

T: +46 (0)8 407 24 00

F: +46 (0)8 407 24 40

Tokyo

Shiroyama Trust Tower, 30th Floor

4-3-1 Toranomon, Minato-Ku

Tokyo 105-6030

Japan

T: +81 3 5405 6200

F: +81 3 5405 6222

Washington DC

1875 K Street NW

Washington, DC 20006

USAT: +1 202 912 8000

F: +1 202 912 8050