22 February 2005 – LAWFUEL – The Law News Network – Allen & Overy Pa…

22 February 2005 – LAWFUEL – The Law News Network – Allen & Overy Paris advised the Canadian listed mining group, Inco Ltd1, the second largest nickel producer worldwide, and its French subsidiary Goro Nickel SA (the project company for the Goro nickel-cobalt project in New Caledonia), on a $500 million lease financing.

The purpose of the financing, which was made possible by the “Loi Girardin” passed in 2003 to promote investments in France’s overseas territories through tax exemption, was to build a new nickel and cobalt production plant in New Caledonia, where the Inco group currently possesses several substantial mining concessions.

This transaction, which was arranged by BNP Paribas (mandated lead arranger), relied on the use of a New Caledonian-based vehicle2, held by French investors, that acquired the tax exempt part of the plant and, in turn, leased it to Goro Nickel SA. This acquisition was financed partly by French investors who invested their tax deduction in the form of a loan to the New Caledonian vehicle, and partly by a loan granted to this same vehicle by a company within the Inco group.

Allen & Overy Paris also advised Inco Ltd in connection with the acquisition by the three provinces of New Caledonia of a 10% equity interest in Goro Nickel. This 10% equity interest will be held by a company formed by the three provinces, Société de Participation Minière du Sud Calédonien SAS (“SPMSC”).

The Allen & Overy Paris Banking and Finance team involved in this transaction was led by Luc Rentmeesters (partner) assisted by Carine Chassol (senior associate), Zeina Kuzayli (associate), Carine Benamouzig (associate) and Matthew Brown (associate). Patrice Couturier (partner) and Mathieu Vignon (senior associate) advised on the tax aspects of the transaction.

The Allen & Overy Paris Corporate team involved in this transaction was led by Frédéric Moreau (partner) assisted by Pierre Imbrecht (associate) and Lara Allaway (associate).

Freshfields Bruckhaus Deringer (Jean-Luc Michaud, Eric Thomas, James Clarke, Nicolas Morlé and Alexandre Cantot) advised BNP Paribas.

UGCC (Bernard Grelon) advised SPMSC.

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