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  1. 1. Singapore 805SingaporeChamber of commerce: Professional body:Singapore International Chamber of Commerce Law Society of Singapore6 Raffles Quay 10-01 39 South Bridge RoadJohn Hancock Tower Singapore 058673Singapore 048580 Tel: +65 6538 2500Tel: +65 6224 1255 Fax: +65 6533 5700Fax: +65 6224 2785 Email: Web:’s new Companies Act would require a notice of share capital reduction to be published in a national newspaper, while private companies have a choiceSophia Leong whether to publish a notice in the newspaper or to disseminate aWongPartnership notice informing all their creditors. For the protection of creditors’Singapore interests, the proposed capital reduction can be challenged in open court.The Companies (Amendment) Act 2005 (the Companies Act) cameinto effect on January 30 2006, implementing changes recom- Liberalizing financial assistance restrictionsmended by the Company Legislation and Regulatory Framework The position that a company cannot give financial assistance for theCommittee (the CLRFC). The Companies Act aims to simplify busi- acquisition or proposed acquisition of its or its holding company’sness regulations, liberalize capital maintenance rules and streamline shares has been liberalized. In essence, financial assistance is per-corporate regulatory practices in Singapore. mitted if the amount of assistance is less than 10% of the paid-up capital and reserves of the company. Alternatively, it can bePar value and authorized capital approved by a unanimous shareholders’ resolution. In both instancesPreviously, all shares issued required a par value and could not be the directors must make a solvency statement. For the secondissued at a discount without the court’s permission. Par value repre- exception, all directors must also resolve that the assistance is in thesented the permanent capital invested in a company and the amount company’s best interests and that it also would be beneficial toa shareholder was statutorily required to pay for an issued share. those members not receiving the assistance. A third exception hasAuthorized capital denoted the maximum amount of share capital a also been introduced for representations, warranties and indemni-company could allot under its memorandum of association. ties given by an issuer or vendor in good faith and in the ordinary The CLRFC concluded that the calculation of paid-up share cap- course of commercial dealings, in the context of an offer to the pub-ital based on par value was no longer accurate. Investors and cred- lic to subscribe for its shares.itors now relied on measures such as earnings per share and nettangible asset backing to assess the creditworthiness of a compa- Share buyback regimeny. Furthermore, the rule prohibiting shares to be issued at a dis- Companies are now allowed to acquire their own shares, or redeemcount prevented companies from raising funds when the market preference shares out of paid-up capital or profits, as long as thevalue of their shares fell below par value. The CLRFC concluded company is solvent. The test for solvency is different from otherthat a more meaningful measure was the total consideration paid for forms of capital reduction in that the company must be able to payor payable on the shares, which included the nominal value and the its debts in full at the time of the share buyback, be able to pay itsshare premium. debts as they fall due within 12 months following the share buyback, and that the value of the company’s assets will not become less thanReform of the capital maintenance regime its liabilities (including contingent liabilities) after the share buybackThe capital maintenance regime has been relaxed considerably fol- payment.lowing amendments which include setting out an alternative capitalreduction regime, liberalizing financial assistance restrictions and The concept of treasury sharesreforming the share buyback scheme to the Companies Act. The previous regime required shares repurchased by a company to be cancelled. The introduction of treasury shares now allows repur-Alternative capital reduction regime chased or redeemed shares to be held in treasury without share-Previously, a company was required to obtain court approval before holders’ approval. All voting rights and other rights (including divi-reducing its share capital. The CLRFC recommended an alternative dends or other distribution of the company’s assets) will be sus-process requiring only a special resolution from shareholders pended as long as the shares are held as treasury shares. A com-accompanied by a solvency statement. This solvency statement is pany is, however, only permitted a maximum treasury shareholdingissued by the directors declaring that the company is able to pay its of 10% of the total number of its shares (or particular class) at anydebts as they fall due, and that the company’s assets will exceed its time.liabilities after the reduction. Publicity requirements prescribed bythe minister must also be complied with. For public companies, this Conclusion2007 EDITION
  2. 2. 806 Singapore The Companies (Amendment) Act 2005 is a welcome step towards Insolvency and restructuring – local modernizing Singapore’s company law and keeping pace with cor- firms porate developments in Singapore and overseas. The liberalization of the capital maintenance regime provides companies with the flex- Recommended firms ibility to devise appropriate capital structures best suited their needs Tier 1 at a lower cost. This allows the corporate form to maintain its com- Allen & Gledhill petitiveness alongside new business associations such as limited Rajah & Tann liability partnerships and business trusts. WongPartnership Tier 2 Drew & Napier Shook Lin & Bok Banking – local firms Tier 3 Recommended firms Khattar Wong & Partners Tier 1 Stamford Law Corporation Allen & Gledhill TSMP Law Corporation Tier 2 Mergers and acquisitions – local firms Drew & Napier Shook Lin & Bok Recommended firms WongPartnership Tier 1 Allen & Gledhill Tier 3 WongPartnership Colin Ng & Partners Rajah & Tann Tier 2 Stamford Law Corporation Drew & Napier Rajah & Tann Tier 4 Stamford Law Corporation Arfat Selvam Alliance Khattar Wong & Partners Tier 3 Lee & Lee Arfat Selvam Alliance Venture Law Colin Ng & Partners Wong Tan & Molly Lim Shook Lin & Bok Capital markets – local firms Tier 4 Khattar Wong & Partners Recommended firms Lee & Lee Tier 1 TSMP Law Corporation Allen & Gledhill Wong Tan & Molly Lim WongPartnership Allen & Gledhill Tier 2 Allen & Gledhill continues to be a dominant force in the Rajah & Tann Singaporean legal market, again appearing in the top tier for Shook Lin & Bok each practice area covered. This is thanks to a good spread Stamford Law Corporation among the firm’s 88 partners of very talented lawyers, many of which are among the jurisdiction’s key legal personalities. Tier 3 Eugene Ooi leads the firm’s banking team, which also Arfat Selvam Alliance includes the well-regarded Mark Hudspeth. Among the large Colin Ng & Partners and significant transactions the practice has recently been Drew & Napier involved in was a £4.2 billion ($7.9 billion) acquisition financ- ing co-arranged by the Royal Bank of Scotland for Kranji Tier 4 (Netherlands) Investments to finance its bid for the acquisition Khattar Wong & Partners of P&O Ports. Another sizeable deal on which the firm acted Lee & Lee was the S$1.56 billion ($990 million) loan to Orchard Turn TSMP Law Corporation Holdings to finance the development of a prime residential- Venture Law cum-commercial development in Orchard Road – the largest syndicated deal in Singapore. The firm has also impressed on the Islamic financing front, advising on Baitak Asian Real Estate Fund I (Labuan)’s $96 million Islamic financing facility. This was the first deal of its type in Singapore following the Monetary 2007 EDITION
  3. 3. Singapore 807Authority of Singapore’s September 2005 announcement allow- Leading lawyers Key contact partnersing banks to offer such financing. The firm has also had a busy Mark Hudspeth Eugene Ooiyear advising on a range of financings of projects and plant facil- Andrew Lim Lee Kim Shinities. Eugene Ooi Lucien Wong Capital markets – including securitization – continues to be a K Shanmugamkey practice area for Allen & Gledhill under the leadership of Tan Tze GayChristina Ong. Since 2005, the firm has worked on some of the Lucien Wonglargest deals in Singapore, as well as several ‘firsts’. Of the morestructured capital markets deals in the market, Allen & Gledhill Arfat Selvam Allianceacted on DBS Bank’s issue of $900 million upper Tier II floating- Arfat Selvam Alliance is a boutique corporate and financial ser-rate subordinated notes. This was the first floating-rate subordi- vices law firm specializing in M&A, takeovers, corporate finance,nated note with a maturity of at least 10 years to be issued by an banking and securities, corporate real estate restructures, financialAsian (ex-Japan) bank. The firm also acted for SME CreditAssist services, international joint ventures and Islamic finance. It hasand DBS Bank in an SME loan securitization, the first of its kind grown in key areas over the past 12 to 18 months as it looks toin Asia ex-Japan. increase its profile in its core areas. On the debt side, the firm acted for the Hongkong Land In its banking team, which counts Citibank among its keyCompany in the issue of S$325 million guaranteed notes due clients, two arrivals have been Leon Yee as a partner from Herbert2010 and S$375 million guaranteed notes due 2015 by the Smith in London in July 2005, and Markose Thomas as an asso-Hongkong Land Treasury Services (Singapore). The firm can also ciate from Colin Ng & Partners in March 2006. One recent dealcount Temasek Financial I’s debut issue of a $1.75 billion note the firm was especially proud of was its role advising Citicorpissue in its portfolio, the first Asian global bond (ex-Japan) to North America in relation to the $220 million second lien syn-attract the highest possible rating from Standard & Poor’s and dicated financing facility to the Quintiles group of companies inMoody’s. Allen & Gledhill also played a role in the $1 billion April bond offering by Avago Technologies, the largest corporate The firm has also quickly developed its financial services reg-high-yield bond offering out of Asia. ulatory practice, hiring Krishna Ramachandra from Clifford The firm’s tally of equity deals was again impressive. For Chance in Singapore in September 2005 and Glen Koh fromexample, it worked on SP AusNet’s A$1.4 billion ($1.065 billion) Herbert Smith in London in June 2006. Yee as also does regula-IPO, Singapore’s biggest offering in 2005 and the first IPO of a tory work. One recent instruction was related to the ABFstapled securities and utility listing in Singapore. The firm also Singapore Bond Index Fund – Arfat Selvam advised DBS Bankacted on the S$621 million IPO of STX Pan Ocean Co, mark- as coordinator of the application for the listing of the first bonding the first South Korean company to list in Singapore, the exchange tracker fund listed on the Singapore ExchangeS$803 million IPO of Macquarie International Infrastructure Securities Trading (SGX-ST).Fund, which created the first listed infrastructure fund in Ramachandra, Yee, Koh and Thomas can also lend a hand toSingapore, and the IPO of Allco Commercial Real Estate the firm’s capital markets practice, with the arrival of JonathanInvestment Trust, the first Australian property trust in Singapore Bett, an associate from Freshfields Bruckhaus Deringer inwith assets in both jurisdictions. London, adding further depth to the team in April 2006. Among Ronnie Quek leads the firm’s highly rated insolvency and the firm’s key clients in this practice are DBS Bank, Sicalrestructuring practice. An important recent deal included the Logistics, Keppel Land, Keppel Corp, Jefferies & Co and BritishS$9.4 billion corporate restructuring involving the transfer of and Malayan Trustees. For example, on the debt side, it recentlyboth listed and unlisted companies and assets held by Singapore advised India-based Sical on the listing of $75 million zeroTechnologies to Temasek Holdings. The team has also been act- coupon convertible bonds on the Singapore Exchange (SGX).ing for various creditors in relation to the China Aviation Oil Recent equity deals that Arfat Selvam has acted on include:insolvency, and also for Ernst & Young as the judicial managers the S$440 million ($280 million) K-Reit Asia, where the firmfor Citiraya Industries, a global waste recycling company was counsel to the manager of K-Reit Asia, sponsored by Keppelembroiled in allegations of financial fraud and with debts to the Land; the dual $220 million US and Singapore listing of Omegatune of several hundred million dollars. Allen & Gledhill is also Navigation, where Arfat Selvam acted for Jefferies & Co as glob-acting for Flextronics International Asia-Pacific in a claim against al coordinator; and Allco Reit, with the firm advising British andDelphi Automotive Systems Singapore in view of the insolvency Malayan Trustees as the trustee in relation to the S$321 millionand Chapter 11 protection proceedings in respect of Delphi IPO on the SGX.Corporation in New York. M&A is another strong practice for the firm, which counts The M&A team is led by Lucien Wong, one of the jurisdic- Robinson, Speedy-Tech, SembCorp, Heineken and Keppel Corption’s biggest legal personalities, and also includes Lee Kim Shin, among its key clients. The firm recently advised Robinson in rela-Andrew Lim and Lim Mei. Some of the significant transactions tion to the S$203 million disposal of a combined controlling stakethey have worked on recently include the sale of the hotel busi- of 38% owned by OCBC Bank and Great Eastern Holdings, asness of Raffles Holdings for S$1.72 billion, the largest M&A deal well as acting on a mandatory conditional cash offer to acquire allin Singapore in 2005, the acquisition by Tokio Marine & of the issued shares of Dragon Land by Keppel Land.Nichido Fire Insurance Co of 14.74% of Asia General Holding,and the acquisition of Total Access Communication Public Key contact partnersCompany by Thai Telco Holdings and Telenor Asia for around Lo Kim Seng$420 million. Krishna Ramachandra Leon Yee2007 EDITION
  4. 4. 808 Singapore Colin Ng & Partners ing for Bangkok Bank, as seller, in the sale of a loan to an Eighteen year-old Colin Ng & Partners has consistently been Indonesian group with an outstanding principal amount of identified as a capable full-service law firm in Singapore. The firm $97.75 million and a loan to an investment company with an employs more than 50 lawyers throughout the region – it has two outstanding principal amount of $45 million, and acting for offices in Singapore and offices in Beijing and Hong Kong. This OCBC and UOB as initial lenders in the granting of land and helps it to work with multinational, Chinese and Singaporean construction loans to a subsidiary of a major property developer enterprises in connection with their business operations and to develop a large mixed development project. Its many other transactions in China and Singapore. banking-related deals have included advice on various syndicated Quek Li Fei leads the banking and finance group, which has term loan and revolving credit facilities. nine fee-earners. Among its recent high-profile banking and The firm’s strong banking practice opens many doors to finance transactions are its role acting for Allco on its S$40 mil- restructuring and insolvency mandates. For example, it has acted lion ($25 million) loan facility from National Australia Bank, for DBS Bank as initial lender, arranger and facility agent in the secured on units in Allco Commercial Real Estate Investment granting of S$70 million ($45 million)-worth of syndicated cred- Trust, and its work for Hagemeyer and its Singapore subsidiaries it facilities to a public listed company in Singapore for the pur- in refinancing and reducing their existing senior syndicated facil- pose of refinancing existing bank borrowings of its group, com- ity agreement and the associated security and guarantee require- prising companies in Singapore and Malaysia, and for working ments. capital purposes. It has also advised on restructuring the private Elaine Beh and Tan Min-Li run the firm’s 29-strong corporate banking operations of a foreign bank with operations in finance practice group, which does both debt and equity capital Singapore and Hong Kong, and has assisted the Thakral Group markets work. On the debt side, the firm was English-law coun- of companies in the restructuring of the group’s borrowings from sel to Hong Leong Bank in connection with its issue of $200 mil- banks and financial institutions, amounting to $450 million. lion subordinated bonds. In terms of equity work, Colin Ng & In the capital markets field, the firm was involved in the estab- Partners has chalked up several significant deals. These include lishment of ST Treasury Services’ $500 million medium-term advising Pintar Projek as manager of the first international Reit note (MTN) programme, the first debt programme established of Malaysian assets, valued at M$513 million ($136 million), by the Singapore Technologies group of companies. and acting for Greek shipping group Omega Navigation in its Drew & Napier has been busy in particular on M&A work, move to be the first Greek company to be listed in both the US including advising Satya Capital in the S$362 million sale of and Singapore. New common shares sold in this IPO fetched roughly 20% of the issued share capital of the Singapore estimated net proceeds of S$220 million. The firm also advised Petroleum Company to China Aviation Oil, acting for Temasek Allco (Singapore) as manager, and the Allco Finance Group as Capital in its joint-venture and acquisition of a regional pharma- sponsor, on the S$321 million IPO of Allco Commercial Reit, ceutical business, acting for one of the bidders, up to final selec- the first pan-Asian Reit to list on the SGX. tion stage, for Raffles Holdings, and advising Osim International Colin Ng & Partners’ corporate and commercial practice – as the lead participant in a consortium that acquired Brookstone, also run by Elaine Beh – has 30 fee-earners and has worked on a Nasdaq-listed company, for $445 million. some interesting deals recently. For example, it represented Caye Home Furnishings in the establishment of a second Sino-foreign Leading lawyer Key contact partners equity joint venture with Mengnu Group in Zhejiang Province, Davinder Singh Gary Pryke China. The firm also acted for QAF in relation to its acquisition Davinder Singh of a majority (51%) equity stake in Shaanxi Hengxing Fruit Juice Co for Rmb63.75 million ($8 million), advised the vendors in Rajah & Tann the S$53 million sale of TPA Private and certain of its sub- Rajah & Tann can boast a strong position in many practice areas sidiaries and associated company, and acted for the joint venture in Singapore. It has added to its banking group over the past 12 comprising Lend Lease Singapore and a leading real estate private months or so with some associate hires, and has a list of clients equity fund on the acquisition of the Paradiz Centre, a commer- that includes Citibank, American Express Bank, DBS Bank and cial property in the central business district of Singapore. Standard Chartered Bank. Some of its recent transactions, all led by Soon Choo Hock, Leading lawyer Key contact partners included acting for Asian Corporate Advisory on a term loan Colin Ng Elaine Beh facility involving Multivision Intelligent Surveillance, working Colin Ng on a term loan facility for the purchase of the Raffles group of Quek Li Fei companies, and working on a term loan facility to Horizon Terminals for the construction of terminals on Jurong Island. Drew & Napier David Yeow leads the firm’s active financial services regulato- Drew & Napier, which also boasts a Shanghai office, has recent- ry practice, which has worked closely with Man Financial, JP ly boosted its directorship with an additional five partners: Morgan Chase, Merrill Lynch, UOB Kay Hian, Citigroup Cheryl Tan, Adrian Tan, Valerie Tan, Lim Chong Kin and Julian Global Markets, Kim Eng Securities, ABN Amro Futures and Kwek. In addition, two deputy directors and seven associate SGX. As well as acting for a large Indian group with respect to its directors have also been appointed, bringing the total number of application to establish an approved exchange for commodities fee-earners at the firm to 173. trading in Singapore, the firm has advised the Phillip Securities The banking and finance team has had a busy 12 months or Group of entities on the setting up of a market making private so, working with clients such as the Bank of East Asia, OCBC, equity bilateral market for small and medium-sized enterprises, United Engineers and UOB. Some of the main deals include act- and also acted for Singapore Exchange Derivatives Clearing on 2007 EDITION
  5. 5. Singapore 809physical delivery rules in conjunction with their joint venture ed practitioners in Singapore. The firm has a highly-regardedwith the Chicago Board of Trade. nine-strong banking group, which does both syndicated lending There has been some turnover in the firm’s capital markets and financial services regulatory work for clients such as HSBC,practice, with several associates starting at the firm and a few Malayan Banking, DBS Bank, Standard Chartered Bank andlawyers leaving, including two partners who moved in-house. Citibank.Among recent work, the firm has been advising on Sing Some of the firm’s most notable instructions of the past yearInvestments & Finance’s establishment of its S$300 million include working on the S$323 million ($205 million) Sentosa($190 million) MTN programme, advising SPC in relation to its Cove acquisition and development financing, acting for HSBC$184.4 million convertible bond issue, and acting for Japan Land in the S$180 million Crown Prince Hotel acquisition financing,in relation to its acquisition of around 68% of the capital of the and advising on the S$133 million business financing package toKatsumi Housing Corporation, and the issue of convertible Mohamed Mustafa & Samsuddin.bonds. The firm’s capital markets practice comprises 30 fee-earners On the equity side the firm works with clients such as China and works regularly for clients such as Phillip Securities, HLConstruction Bank, Gallant Venture, MediaCorp and Pearl Bank and Genesis Capital. It has acted on a string of IPOs sinceEnergy. One deal it acted on recently was for MediaCorp in its mid-2005, including those for Memory Devices, Ntegratorinternational placement of 128 million ordinary shares, compris- International, China Wheel Holdings, China Lifestyle Food Anding 6% of StarHub, for an aggregate offer size of S$246 million. Beverages Group, and Asia Silk Holdings. The firm also acted onThe firm also acted for the global coordinator, joint-lead man- the HK$1.986 billion secondary equity fund raising of Fortuneagers and bookrunners of Genting International’s listing and Reit in mid-2005.quotation on the Main Board of the SGX-ST. Shook Lin & Bok also does a lot of debt work, especially for The firm’s restructuring expertise has seen it build a portfolio HSBC and DBS Bank. For example, it acted for DBS Bank onof clients such as Deloitte & Touche Financial Advisory Services, its $3 billion structured note programme, the first retail struc-Ernst & Young, Standard Chartered Bank, OCBC, KPMG, tured note programme in Singapore under the Securities andPricewaterhouseCoopers and China Aviation Oil. Recent work Futures Act, advised Merrill Lynch and Deutsche Bank as the ini-includes acting for Singapore Telecommunications in the restruc- tial purchasers in relation to the issue by ICICI Bank of $500turing of its majority-owned subsidiary and underwater cable million fixed-rate notes, and guided HSBC and DBS Bank ascompany C2C, acting for the 13 bank creditors of the Airocean joint-lead managers and underwriters through the Hong KongGroup, a public listed group, in a multi-million dollar debt Land Company’s debut Singapore dollar-denominated bondrestructuring exercise, advising seven local and foreign banks in issue.the debt restructuring of Compact Metal Holdings, a Singapore- In terms of insolvency and restructuring, the firm’s clientslisted public company, and acting for the bank creditors in the include DBS Bank, Malayan Banking and HSBC. In the mattermulti-million dollar debt restructuring of Accord Customer Care of RBG Resources, the firm is acting for WestLB, the major cred-Solutions, a public listed group, following the discovery of itor of an insolvent London metal trader, in the first case inaccounting fraud and the criminal prosecution of its senior man- Singapore to establish that the ring-fencing provisions ofagement. Singapore’s insolvency laws do not apply to companies not regis- Rajah & Tann’s M&A practice has an impressive client list tered locally under the Singapore Companies Act, thus permit-that includes Millennium & Copthorne Hong Leong Asia, ting the Singapore liquidator to remit $10.5 million in net recov-GuocoLand, UOB Kay Hian, Singapore Petroleum Company, eries to the UK liquidator. In ongoing work, the firm is acting onUnited Test and Assembly Center and Gallant Venture. This year the S$194 million restructuring of a listed company init has acted for Multi-Fineline Electronics in relation to its pre- Singapore, as well as on the S$59 million restructuring ofconditional voluntary general offer for MFS Technology, advised Citiraya, representing DBS Bank as the largest creditor.the SNP Corporation in relation to the disposal of its education- The firm has also been busy on M&A deals of late, workingal publishing units to Time Publishing, guided the OCBC Group with Morgan Stanley, Asia Food & Properties, HSBC, Jetstarthrough the divestment of 29.9% shares in Robinson and Asia Airways and Qantas Airways. High-profile work has includ-Company for S$203 million, and acted for Gallant Venture in ed structuring and setting up the $500 million China-India pre-relation to its purchase of Indonesian assets valued at S$1.2 bil- IPO private equity fund, which will focus on the momentum inlion from the SembCorp Industries Group, the Ascendas Group India and China, and working on the disposal and acquisition ofand the Salim Group in connection with Gallant’s proposed list- the Asia Integrated Agri Resources Group. The firm also workeding on the SGX and a reverse takeover of public listed Alliance on the S$100 million Jetstar Asia-Valuair merger, the first con-Technology & Development. solidation in Asia’s budget airline industry.Leading lawyers Key contact partners Leading lawyers Key contact partnersPatrick Ang Patrick Ang Sarjit Singh Gill Sarjit Singh GillSteven Chong Goh Kian Hwee Philip Pillai Philip PillaiGoh Kian Hwee Soon Choo HockLee Eng Beng Stamford Law CorporationLionel Tay Top local corporate lawyer Lee Suet Fern is one of the best- known practitioners in Singapore, and has played a prominentShook Lin & Bok role in driving Stamford Law Corporation’s reputation forward.Sarjit Singh Gill and Philip Pillai are two of the leading person- The firm’s banking practice has grown recently with the hirealities at Shook Lin & Bok, and among the most highly-respect- of partner Calvin Cheong from Allen & Gledhill in April 2006,2007 EDITION
  6. 6. 810 Singapore and works for clients such as Commonwealth Bank of Australia, gy company in the Singapore restructuring of its capital, and rep- the Sumitomo Mitsui Banking Corporation, Calyon and the resenting the white-knight investor, listed Heshe Holdings, in its SMRT Corporation. The firm’s portfolio includes representing rescue of troubled Citiraya Industries. an international bank on a $60 million term loan facility grant- The M&A field is also an important area of strength for the ed to Indonesian borrowers, acting for a top Singapore listed firm, and more recently it has been busy on a number of domes- company on a $175 million syndicated loan, and advising a tic transactions, including the takeover of publicly listed Flextech large Indonesian company in relation to a $25 million term loan Holdings by Asti Holdings by way of a share tender, and the facility. takeover of publicly listed Green World Holdings by Advance Equity capital markets is one of Stamford Law’s core SCT. International M&A mandates, meanwhile, have included strengths, and the firm has bolstered its practice by hiring a cou- roles acting as Singapore counsel on the acquisition of the ple of associates in recent months. Its client list includes Genting Innovene Group by Ineos Holdings from British Petroleum, and International, China Milk Products, JP Morgan Chase, China on the disposal of the music publishing arm of an international Fishery and Sunshine Holdings. Among the recent noteworthy media corporation. deals it has worked on are the S$322 million ($205 million) IPO of Genting International, the S$133 million IPO of China Milk Key contact partner Products, the S$230 million IPO of Ascott Residence Trust and Stefanie Yuen Thio the S$21 million IPO of China Fishery. M&A, as with capital markets, is a particular area where the WongPartnership firm shines, working with key clients such as PT Adaro WongPartnership has continued to grow and fortify its already Indonesia, Noonday Asset Management, Sembcorp Logistics, strong position in Singapore, where it also enjoys a joint law ven- HMS Capital and Orchard Maritime Logistics. Some of the deals ture with Clifford Chance, called Clifford Chance Wong. The it has worked on over the past 12 months or so include the S$919 firm has increased its lawyer ranks by about 100% since 2001, million acquisition by Southern Bank of Asia General Holdings, and has taken on several corporate partners over the past 12 Orchard Maritime Logistics’ $70 million acquisition of all the months or so – it now has roughly 55 partners and 80 associates. coal-barging businesses and contracts owned by Orchard In addition, after opening an overseas office in Shanghai in May Maritime Services, and the Auric Pacific Group’s acquisition of a 2004, the firm has expanded its China presence and now houses 29.9% stake in the issued and paid-up capital of Robinsons from six lawyers and three legal consultants there, supported by over OCBC and its listed subsidiary Great Eastern Holding for $203 20 lawyers in the China practice team in Singapore. million. Its banking and finance track-record includes advising on The two-partner restructuring practice has also been busy S$1.56 billion ($990 million) term and revolving credit facilities over the past 12 to 18 months, bagging mandates to advise on to Orchard Turn Holding, the largest real estate financing deal in some noteworthy transactions such as the $1.4 billion APP Singapore, acting for Tech Semiconductor Singapore in relation China restructuring and the $5 billion APP Indonesia restruc- to its $400 million project finance facility, acting for Richmond turing. Hotel and Tomlinson Hotel in relation to S$450 million-worth of project finance facilities for the development of the St Regis Leading lawyer Key contact partners Hotel & Residences, and advising Ascott Residence Trust on its Lee Suet Fern Lee Suet Fern S$240 million multi-currency revolving credit facilities as part of Ng Joo Khin the entire Reit exercise. The firm has also advised on a US dollar- Yap Wai Ming denominated facility granted to a public listed corporation for the financing of a clinker-grinder facility in China’s Fujian TSMP Law Corporation province. On the back of overall positive market sentiment in Singapore WongPartnership excels when it comes to capital markets and growing investor confidence in the region, TSMP Law work. On the debt side the firm has had another busy year, act- Corporation has had an eventful and encouraging last 12 to 18 ing for K-Reit Asia as the originator in its first commercial mort- months. gage-backed securitization (CMBS) involving the establishment This is reflected in the list of the firm’s multinational clients – of a S$3 billion multi-currency secured MTN programme and which includes such entities as IBM Singapore, Lenovo the issue of €94.5 million ($121 million) secured floating-rate Singapore, Cisco Systems, Emerson, Manulife, Hitachi Global notes This was the first CMBS out of Singapore to be listed on Storage Technologies, Citibank and Nokia – as well as Singapore- the Irish Stock Exchange. The firm also acted as counsel to listed companies and other institutions such as UOB, OCBC, Goldman Sachs on Chartered Semiconductor Manufacturing’s the Lippo Group and Flextech Holdings. $300 million senior note issue, advised the National University The firm has continued to reinforce its capital markets of Singapore in relation to the establishment of a S$1 billion strengths of late. With a slew of IPOs being pushed out to mar- multi-currency MTN programme, and acted for the Standards ket, especially in 2006 when the stock market was particularly Productivity and Innovation Board of Singapore in the first rated buoyant, TSMP was involved in Omega Navigation Enterprises’ SME loan securitization in south-east Asia. $200 million deal and Jiutian Chemical’s IPO, as well as IPOs in The firm has also been busy on equity deals. Among the high- the shipping, transportation and logistics, and consumer elec- lights, it acted on Banyan Tree Holdings’ S$424 million IPO and tronics sectors. for the Ascott Group and Ascott Residence Trust Management as The firm has also been involved in several restructurings. For manager of a S$209 million Reit, which, among other firsts, was example, it has been advising on the Singapore restructuring of a the first-ever pan-Asian Reit. WongPartnership also served as multinational oil company, acting for an international technolo- counsel to DBS Bank, Morgan Stanley and UBS in the IPO of 2007 EDITION
  7. 7. Singapore 811stapled securities by SP AusNet, with gross proceeds of around Wong Tan & Molly Lim’s base of banking and financial insti-S$1.7 billion, represented MM Prime Real Estate Investment tution clients include American Express Bank, Standard Bank,Trust in its S$570 million IPO, and acted for STX Pan Ocean Co the Royal Bank of Scotland and the Sumitomo Mitsui Bankingin the deal that saw the company become the first from South Corporation, while its equally impressive corporate clientsKorea to be listed in Singapore. include Chevron Texaco, the Danone Group, the Toyota The M&A practice group has also earned a top-tier ranking Industries Corporation, Dresser, Infineon, Mastercard Asiafor its roles on several landmark deals. For example, the firm has Pacific and Singapore Power.been acting for Overseas Union Enterprise in relation to themandatory unconditional cash offer made by BNP Paribas Key contact partnerrPeregrine for and on behalf of Lippo Property Investment Sunny WongLimited, advising Millennium & Copthorne in the proposedinvestment in the development of a five-star hotel for the BeijingFortune Plaza, and acting for the United Industrial Corporationin relation to the mandatory conditional cash offer by CIMB-GKSecurities for and on behalf of Summit Top Investments. Banking – foreign firms Other key recent deals for the firm include its roles acting forToll Holdings in its voluntary general offer for SembCorp Recommended firmsLogistics, advising Goldman Sachs in relation to the mandatory Tier 1unconditional cash offer by Thai Telco Holdings for Telenor Asia, Allen & Overy Shook Lin & Bokand representing Avago Technologies on all Singaporean law Clifford Chance Wongaspects of its acquisition of Agilent Technologies. Linklaters Allen & Gledhill Insolvency and restructuring is another strategically impor-tant part of WongPartnership’s services, and it has had important Tier 2roles on several matters this year, including advising SGX-listed Lovells Lee & LeeAccord Customer Care Solutions on an investigation into alleged Milbank Tweed Hadley & McCloyoverstatement of revenues, among other things. The firm is alsoproviding ongoing advice on the debt restructuring of China Tier 3Aviation Oil, advising existing lenders under a $160 million syn- Baker & McKenzie.Wong & Leowdicate loan agreement with the company, and has acted for Herbert SmithAirocean, a Singapore-listed entity, in a high-profile insolvency Latham & Watkinsand corporate takeover battle. Norton Rose White & CaseLeading lawyers Key contact partnersDilhan Pillay Sandrasegara Rachel Eng Allen & Overy Shook Lin & BokAlvin Yeo Dilah Pillay Sandrasegara Allen & Overy Shook Lin & Bok continues to be recognised for Sean Chou Yu having a pre-eminent banking practice in the region, including in Singapore where it draws on the experience and skills from theWong Tan & Molly Lim two joint venture firms. Over the past 12 months the firm hasBoutique corporate firm Wong Tan & Molly Lim was founded in focused across Asia on adapting its banking and finance practice1987 and has since developed a solid client base and track record to meet the needs of clients; this has included setting up a deriv-of corporate, M&A and banking work, led by name partner atives and structured finance team in early 2006 with lawyersSunny Wong. from its capital markets and banking groups. The firm’s recent banking performance has seen it advise an In more traditional banking work, the Singapore team servedinternational company in relation to a A$500 million ($380 mil- as English-law counsel to the lenders on the €465 million ($595lion) credit facility and a A$106 million credit facility to a million) facility agreement for Suzlon Energy, an Indian windSingapore government-owned entity to finance the acquisition of turbine maker, in relation to the financing of the acquisition ofprime commercial properties in Sydney, Australia, and act as Belgium-based Hansen Transmissions. Allen & Overy alsoSingapore counsel in relation to a $70 million credit facility advised the lead arranger and facility agent in connection withextended by a Singapore government corporation to a co-investor the $950 million of acquisition financing – pursuant to the $600in connection with an acquisition of shares in an Indonesian con- million senior financing and $353 million mezzanine financing –glomerate. The firm generally advises on various multi-currency for the purchase of PT Adaro Indonesia, the largest open pit coalterm loan and secured facilities. mine in Indonesia and its related operating companies. The firm’s high-profile corporate finance and M&A mandates In mid-2005, the firm worked on the $385 million refinanc-over the past 12 to 18 months have included acting for a ing for PT Kaltim Prima Coal, acting as international counsel toSingapore-listed company in negotiating and finalizing contract- Credit Suisse First Boston.manufacturing arrangements with a South Korean corporationfor the production of telecom products, acting for the owners Leading lawyers Key contact partnersand operators of a large retail and department store chain in John Richards John RichardsChina in its purchase of a department store in Singapore, and Moira Taylor Kayal Sachiadvising on the SGX IPOs of several companies. Moira Taylor2007 EDITION
  8. 8. 812 Singapore Clifford Chance Wong In Indonesia, the firm has acted for the lenders in relation to Out of its Singapore office, Clifford Chance Wong benefits from various deals such as the leveraged acquisition of three palm oil the expertise of Russell Wells, Andrew Gambarini and Sam plantation companies, involving an innovative structure with a Bonifant in advising international lending syndicates on a wide senior debt facility, subordinated debt facility and a convertible range of banking transactions across the region. junior debt facility, the $140 million term and revolving facilities The firm has again earned top-tier status for its banking work, in favour of PT United Tractors guaranteed by UT Heavy helped by being involved in many groundbreaking and high-pro- Industry, and the secured $110 million term loan facility for a file transactions. Its key product areas include acquisition and corporate in the paper industry. leveraged financing, syndicated lending, property finance and In Singapore, Linklaters advised the arrangers of various term general bank advisory work. The firm also continues to be the loan facilities for PSA International, the Singapore government- principal legal counsel to the Asia Pacific Loan Market owned port operator, to buy a 20% stake in Hutchison Port Association, and key regional clients include Citigroup, JP Holdings and Hutchison Ports Investments. Morgan, DBS, Credit Suisse, Calyon and HSBC. In terms of acquisition financing in Singapore, Clifford Leading lawyer Key contact partners Chance Wong has advised HSBC on a $215 million facility for Philip Badge Philip Badge the acquisition by San Miguel of Del Monte Foods, acted for Martin David Credit Suisse in relation to a $60 million structured financing for Kevin Wong a Bermuda corporation, and represented DBS in relation to a HK$4 billion ($515 million) financing for PSA (Singapore Ports Lovells Lee & Lee Authority). Andrew Taylor and Louise Tan lead the banking team at Lovells The practice has also been busy in Indonesia on various man- Lee & Lee, which has grown by recruiting several lawyers from a dates, including an acquisition financing in which it advised mix of rival firms. Some of the firm’s key clients include Standard Citigroup in its capacity as mezzanine lender in the acquisition Chartered Bank, Stemcor, RZB, ICICI Bank and financing of PT Adaro, one of the largest coal suppliers in Commonwealth Bank of Australia. Indonesia. Also in Indonesia, the firm has advised ABN Amro on Taylor has been particularly dynamic over the past 12 months a Finnish Export Credit-backed financing for PT Indosat TBK, or so, leading transactions such as the highly structured $42 mil- the Indonesian telecommunications company, and acted for lion loan facility for PT Moeladi in Indonesia, the structured $72 Titan Petrochemicals on the acquisition financing and debt million loan facility for FSW in Indonesia, the $300 million restructuring of the Indonesian petrochemicals company, PT equivalent yen-denominated loan facility to ICICI Bank in India, Petrokimia Nusantara Interindo. and the three-year $75 million syndicated facility for the India Fertilisers Farmers Cooperative. Leading lawyer Key contact partners Sam Bonifant Sam Bonifant Key contact partners Russell Wells Louise Tan Andrew Taylor Linklaters Allen & Gledhill Under the guidance of Philip Badge, the nine fee-earners in Milbank Tweed Hadley & McCloy Linklaters Allen & Gledhill’s banking team continue to win roles David Zemans heads Milbank’s Singapore banking practice, on some of the most significant local and regional transactions which has a very regional focus. He has grown it over the past 12 around. The past 12 months or so has seen the practice develop months by adding three associates, and the now eight-strong even further with the arrival of Fiona Gray from Linklaters in group counts Standard Chartered Bank, DBS Bank and TM London and also Sonali Mahapatra. International among it key clients. The firm is proud to boast about being engaged by every sig- Some of its more memorable deals have included representing nificant bank in Singapore and the region, helping the geograph- Standard Chartered Bank in the refinancing of $58 million of ical spread of its work to markets such as India, Indonesia and existing secured bank debt of PT Petrokimia Nusantara Interindo Malaysia. in connection with its 100% acquisition by Titan Petchem, act- Work in India, for example, has included advising Suzlon ing for DBS Bank in connection with the $120 million refinanc- Energy in relation to the finance of the acquisition of Belgian ing of Metalform’s outstanding indebtedness, and advising TM wind-turbine gearboxes, advising ICICI Bank on the financing International in a financing by Spice Communications of India for the acquisition by the United Breweries Group of the Shaw to repay all its existing indebtedness and finance new capital Wallace liquor business, advising Matrix Laboratories on its expenditure. acquisition of a Belgian-listed pharmaceutical company – the Milbank has also represented a consortium of international largest loan for an Asian pharmaceutical company and the first investors, as owners of PT Adaro Indonesia, in connection with acquisition financing for an Indian pharmaceutical company the refinancing of $600 million of debt, the structure of which since 2000, and advising various financial institutions in relation featured a sophisticated cashflow waterfall mechanism and prior- to syndicated facilities to major Indian corporates including ity arrangements between bank, notes and mezzanine facilities. Reliance Industries, Reliance Infocomm, Reliance Energy, Tata Steel, Tata Technologies, the Indian Petrochemicals Corporation, Leading lawyer Key contact partner the VSNL Group, Bharti Tele-Ventures, Sterlite Industries and David Zemans David Zemans the Jindal Group. 2007 EDITION
  9. 9. Singapore 813Herbert Smith Capital markets – foreign firmsHerbert Smith’s Singapore banking and finance team, led byMichelle Chen, has worked on a number of significant transac- Recommended firmstions over the past 12 months, especially with an Indonesian and Tier 1Indian focus. The team continues to be instructed by the Asian Clifford Chance WongDevelopment Bank (ADB), and some leading Japanese corpora- Linklaters Allen & Gledhilltions. The past 12 months has seen new clients added and large Tier 2acquisition finance deals completed, including advising a large Allen & Overy Shook Lin & BokJapanese corporation on the divestiture of its interests in a petro- Latham & Watkinschemical project and acquisition of a majority interest in a papermill, in a highly complex transaction which also involved a series Tier 3of debt restructurings and exchange bonds. The team was also Herbert Smithinstructed by VSNL and Videsh Sanchar Nigam, an Indian Lovells Lee & Leetelecommunications company originating from India, on the Milbank Tweed Hadley & McCloyfinancing for VSNL’s acquisition of Teleglobe International Shearman & SterlingHoldings. Work for the ADB, meanwhile, has included advising on its Tier 4standard form term loan agreement and on the restructuring of Sidley Austincertain of its loans to an Indonesian company. Skadden Arps Slate Meagher & FlomKey contact partner Clifford Chance WongMichelle Chen Clifford Chance Wong remains in the top-tier for capital markets work, with Crawford Brickley as the highly-regarded figureheadWhite & Case for a team that handles some of the more complex transactionsBertie Mehigan leads White & Case’s banking and finance prac- going.tice in Singapore, where he is accompanied by eight associates. In the debt markets, the firm’s deal tally includes advisingMehigan has raised his profile in the banking sector in Singapore Commonwealth Bank of Australia and HSBC on a high-yieldand across the Asia-Pacific region over the past 12 months by tak- note offering by Leighton Holdings, Australia’s largest contract-ing the lead on several important financings, including the $291 ing and project development group. Indeed, the firm has built amillion financing for the acquisition of the United Broadcasting name for itself on the high-yield advisory side, having worked onCorporation and banking transactions for PT Bank Danamon several deals in the region, including in Malaysia and Indonesia.Indonesia and the Sumitomo Mitsui Banking Corporation. In the latter, the firm served as counsel to Lehman Brothers as The type of the work the group has advised on also demon- underwriters on a $150 million high-yield bond issue for PTstrates the cross-border nature of the practice. The firm’s Davomas Abadi.Singapore team has advised on matters in Bangladesh, China, The firm was also the issuer’s English-law counsel on the $200Hong Kong, Indonesia, Kazakhstan, Kyrgyzstan, Taiwan, million non-cumulative guaranteed preference shares issued byThailand, Uzbekistan and Vietnam. For example, White & Case the SBB Capital Corporation, which benefited from a subordi-represented PT Bumi Resources and Indocoal Exports in con- nated guarantee from Southern Bank.nection with the issuance of $800 million structured export notes Clifford Chance is rarely lacking in top equity mandates, andin a private placement to Credit Suisse. the past year has been no exception. In Singapore the firm acted The firm’s client list includes Calyon, the China Development for Credit Suisse as sole global coordinator, and DBS as jointBank, Deutsche Bank, JP Morgan Chase, Mizuho Corporate bookrunner, on the S$495 million ($305 million) IPO of AllcoBank, PT Bank Danamon Indonesia, PT Bumi Resources, The Commercial Real Estate Investment Trust on the SGX, whichRoyal Bank of Scotland, Sumitomo Mitsui Banking Corporation was Asia’s first IPO of a cross-border Reit.and UOB. Other noteworthy deals included advising Banyan Tree Holdings on its IPO, acting for Macquarie Bank on the IPO ofKey contact partner PT Central Proteinaprima, an Indonesian shrimp farm business,Bertie Mehigan and representing Titan Chemicals on its $200 million IPO, the largest in Malaysia in 2005. Leading lawyer Key contact partner Crawford Brickley Crawford Brickley Linklaters Allen & Gledhill Despite the recent departure of Swain Roberts from the Linklaters Allen & Gledhill partnership in Singapore, the firm still has the well-regarded Kevin Wong leading the capital mar- kets team of eight fee-earners. The practice has been extremely busy over the past 12 to 18 months, advising various leading investment banks on landmark deals in Singapore, Indonesia and2007 EDITION
  10. 10. 814 Singapore Malaysia. Such a performance guarantees the firm’s top-tier rank- writers in connection with the $1.75 billion combined offering ing again. comprising $498 million of American depositary shares, includ- In Singapore, the firm advised on the establishment of a $5 ing a Japanese public offering without listing, and a $1.25 billion billion MTN programme for Temasek and the first drawdown offering of equity shares, by ICICI Bank. Also in India, the firm under the programme – a $1.75 billion offering that was the advised Indian outsourcing specialist WNS on its $255 million largest offshore bond offering from Singapore and the largest in US IPO, as well as acting for the joint global coordinators and Asia since 2003. bookrunners in connection with the $1.02 billion sponsored Highlights in Malaysia included working on the $1 billion offering of American Depositary Shares by Infosys Technologies. debt offering by Penerbangan Malaysia, Malaysia’s largest bond Latham has also recently advised on Asia’s first hotel Reit offering to date, advising on the first hybrid Tier I capital offer- offering, acting as international transaction counsel in connec- ing in Malaysia (the issue of non-cumulative guaranteed prefer- tion with the $222 million IPO of stapled securities in CDL ence shares by Southern Bank), and acting on the $200 million Hospitality Trusts, a stapled group comprising CDL Hospitality IPO by Titan Chemicals, the largest integrated olefins and poly- Real Estate Investment Trust and CDL Hospitality Business olefins producer in Malaysia. Trust. The Singapore team has also acted for Chartered And in Indonesia, the firm acted on the $205 million Semiconductor Manufacturing on its $925 million concurrent exchangeable securities offering by Willow Finance, which was offering. the first secured exchangeable bond from Indonesia to feature a non-recourse orphan special purpose vehicle issuer, allowing the Leading lawyer Key contact partner issuer to enter into derivatives transactions in relation to the Michael Sturrock Michael Sturrock underlying shares, and advised on PT Berlian Laju Tanker’s con- vertible bond offering, the first public convertible bond offering Herbert Smith out of Indonesia since the 1998 financial crisis. Herbert Smith’s Singapore office has strengthened its capital mar- kets position by adding Nick Buford, a US-capital markets spe- Leading lawyer Key contact partner cialist with a lot of experience in the Indian market. The firm Kevin Wong Kevin Wong expects to continue to build its capital markets practice further over the next 12 months, with a likely increase in activity from Allen & Overy Shook Lin & Bok Indonesia and greater execution out of Singapore on Indian cap- Allen & Overy Shook Lin & Bok’s Singapore capital markets ital markets transactions. practice always ranks highly, and deservedly so. For example, the A significant equity-side appointment for the firm was its role firm was counsel to CIMB, Deutsche Bank Securities and serving as international counsel for the global coordinator and Morgan Stanley as initial purchasers on the $1 billion guaranteed lead manager of one of the first international Indonesian IPOs note issue by Penerbangan Malaysia earlier in 2006. This was the since 2003. Among the year’s other recent deals, the firm advised issuer’s inaugural foray into the international bond market. On Sumitomo Corporation Capital Asia on its accession to, and con- the equity side, the firm advised on Malaysia’s largest Reit, involv- tinued involvement in, the group $3 billion EMTN programme ing the IPO of 509.6 million units of the Starhill Real Estate guaranteed by the Sumitomo Corporation. Investment Trust. One of Allen & Overy’s core strengths lies in its structuring Key contact partners capabilities, and it has acted on several key deals for DBS, includ- Michelle Chen ing the first retail offering of collateralized debt obligations Veronica O’Shea (CDOs). The firm continues to serve as south-east Asian counsel to the International Swaps and Derivatives Association (ISDA), Lovells Lee & Lee with members of the firm’s derivatives group also sitting on the Andrew Taylor leads the capital markets group at Lovells Lee & ISDA Asia-Pacific Asian Steering Committee, the ISDA Asia- Lee, which works for clients such as Bank of New York, Standard Pacific legal sub-committees and the ISDA Asia-Pacific collateral Chartered Bank and Prime Partners. committee. On the firm’s recent deal list are roles advising on a convert- ible bond issue by way of rights issue, a $100 million issue by Leading lawyers Key contact partners SGX-listed Chip Eng Seng under its MTN programme, the Kenneth Aboud Kenneth Aboud $200 million issue of Tier I non-cumulative step-up callable per- Jeremy Stoupas Jeremy Stoupas petual securities by the Development Bank of the Philippines, and a $50 million foreign currency convertible bond issue listed Latham & Watkins on SGX. Latham & Watkins’ capital markets achievements over the past 12 months – driven largely by Michael Sturrock and Mark Key contact partner Nelson – have rightly earned the firm its highly-ranked status in Andrew Taylor Singapore. The firm has concentrated on developing a strong regional focus, and its success in achieving this is reflected in its Milbank Tweed Hadley & McCloy recent deal activity. Milbank’s capital markets focus spans the region, with David For example, the firm has represented Goldman Sachs and JP Zemans leading the way in Singapore. About 10 associates have Morgan as underwriters in a $400 million secured high-yield been added to the practice over the past 12 to 18 months, indi- bond offering by Adaro Finance in Indonesia. India is also a key cating the importance of growing this part of the firm’s service to market for the firm, as shown by its role acting for the under- clients. 2007 EDITION
  11. 11. Singapore 815 Milbank’s reputation for acting on complex deals has contin- Insolvency and restructuring – foreignued. The firm has recently advised PT Lippo Karawaci, one of firmsthe largest property developers in Indonesia, in connection withits $250 million bond offering pursuant to Regulation S. Also in Recommended firmsIndonesia, Milbank represented Credit Suisse First Boston and Tier 1UBS as joint-lead managers in connection with the proposed Allen & Overy Shook Lin & Bok$325 million Regulation S subordinated debt offering by PT Shearman & SterlingGadjah Tunggal. This was a highly successful Indonesian high- White & Caseyield bond offering. On the equity side, meanwhile, the firm represented Camelot Tier 2Information Systems, a holding company with subsidiaries Baker & McKenzie.Wong & Leowengaging in IT outsourcing operations in China, in connection Clifford Chance Wongwith its $20 million Series A financing from Citigroup. Herbert Smith Latham & WatkinsKey contact partner Linklaters Allen & GledhillDavid Zemans Norton RoseShearman & Sterling Shearman & SterlingCounsel Gail Ong is recognized for helping Shearman & Sandor Schick runs Shearman & Sterling’s restructuring practice,Sterling’s Singapore office continue the firm’s good reputation for which is often involved in some of the highest-profile deals in thecapital markets success in Asia. The firm has been particularly region. Over the past 12 months, this has included representingactive on the equity side over recent months in south-east Asia. an export credit agency, as a major creditor of Garuda airlines of For example, it represented Merrill Lynch and Morgan Indonesia, in the restructuring of Garuda Airlines.Stanley in the Rule 144A/Regulation S $650 million IPO of The firm was also involved in the sale of bank debt to resolveRayong Refinery Public Company, one of Thailand’s leading oil a long-standing, high-profile default by the famous $2.9 billionrefiners and a wholly-owned unit of government-controlled oil Dabhol power project in India. Shearman represented Banc ofand gas company PPT. This was one of the largest IPOs ever out America Securities Asia as agent to the foreign bank lenders toof Thailand. Shearman also represented the underwriters, led by Dabhol Power Co, in the resolution of their claims againstDeutsche Bank, JP Morgan, Merrill Lynch, Phatra Securities and Dabhol.SCB Securities, in connection with the $850 million Rule 144Aand Regulation S IPO by Thai Beverage, the second-largest IPO Leading lawyer Key contact partnerever in Singapore. Sandor Schick Bill McCormack On the debt side, the firm represented Stats ChipPac in mid-2005 in relation to its offer to exchange up to $215 million prin- White & Casecipal amount of unregistered senior notes for a new issue of SEC- White & Case’s financial restructuring and insolvency group inregistered senior notes. This transaction was the first global high- Singapore quite rightly earns a top-tier ranking under the leader-yield bond offering by a sub-investment grade Singapore issuer. ship of Bertie Mehigan. Mehigan has continued to advise the Asia Pulp & Paper Group with respect to the worldwide restruc-Key contact counsel turing of around $14 billion in debt, focusing on the ChinaGail Ong aspects of the restructuring since the Indonesian restructuring was completed. Other key mandates over the past 12 months include advising Benpres Holdings Corporation, a Philippine holding company with interests in telecommunications, power, water and media, to act in the proposed consensual debt restructuring with its credi- tors, acting for SingTel in the restructuring of C2C, a submarine cable unit, and advising members of the Sinar Mas Group in rela- tion to the restructuring of $167 million-worth of secured debt owed by SMM Finance Cayman, whose debt was guaranteed by certain members of the Sinar Mas Group. Leading lawyer Key contact partner Bertie Mehigan Bertie Mehigan2007 EDITION
  12. 12. 816 Singapore Mergers and acquisitions – foreign Standard Chartered showed Linklaters’ regulatory and transac- firms tional capabilities, as well as endurance – teams in Singapore, London and Hong Kong worked effectively around the clock to Recommended firms get the deal closed in just two weeks. Standard Chartered’s dual Tier 1 listing also created an interesting interplay between the London Clifford Chance Wong and Hong Kong disclosure requirements and Takeover Codes. Linklaters Allen & Gledhill Leading lawyer Key contact partner Tier 2 Richard Good Richard Good Allen & Overy Shook Lin & Bok Herbert Smith Herbert Smith Milbank Tweed Hadley & McCloy Herbert Smith’s south-east Asian corporate practice has certainly White & Case benefited from the significant upturn in cross-border activity in the Asian M&A markets witnessed over the past couple of years, Tier 3 and the firm’s Singapore office has bagged some plum roles on Baker & McKenzie.Wong & Leow some key deals. The firm is expecting to see increased M&A Freshfields Drew & Napier activity in Vietnam, Indonesia and India, involving execution out Latham & Watkins of Singapore. The addition of US associate Nick Buford to the Lovells Lee & Lee Singapore team will provide further resources on the corporate Norton Rose side. Skadden Arps Slate Meagher & Flom Highlights over the past 12 months or so include representing Telekom Malaysia on the disposal of its investment in the Ghana Clifford Chance Wong Telecommunications Company as part of the successful settle- Clifford Chance Wong once again wins its spot at the top of the ment of its dispute with the government of Ghana (on which M&A rankings in Singapore, the well-regarded Philip Rapp lead- Herbert Smith’s Singapore and London offices were also advis- ing the team’s efforts on some of the trickiest and most prece- ing), and closing Thai oil and gas company PTT Exploration & dent-setting deals around. Production Public Company’s disposal of its Indonesian interests Among work the firm has been involved in over the past 12 to in PT Medco. 18 months, the firm acted for Toll Holdings on the voluntary The firm has also advising on and coordinating the south-east conditional cash offer by its wholly owned subsidiary, Toll (Asia), Asian aspects of a number of large global deals, including Swiss for all the remaining shares in SembCorp Logistics. The firm also Re’s ongoing acquisition of GE’s global reinsurance business, and had a role on the Tepco/Paiton I acquisition financing (part II), representing leading Indian telecoms company, Videsh Sanchar as well as acting as English-law counsel to Pacific Bangladesh Nigam, on the south-east Asian aspects of its acquisition of the Telecom and Pacific Motors on the acquisition by SingTel Asia Tyco Global Network and more recently on its acquisition of Pacific Investments of a 45% stake in Pacific Bangladesh Telecom Teleglobe International Holdings. for $183 million. Complicated refinancing issues had to be Key clients for the firm include Diageo, Sofa Brands resolved before the acquisition could complete. International, Telekom Malaysia and PTT Exploration & In the private equity arena, meanwhile, Clifford Chance acted Production Public Company. for the Government of Singapore Investment Corp (GIC) on its investment in a Chinese manufacturing company. Key contact partner Veronica O’Shea Leading lawyer Key contact partner Philip Rapp Philip Rapp Milbank Tweed Hadley & McCloy Under the leadership of David Zemans, Milbank has made a bold Linklaters Allen & Gledhill step in the right direction with its Singapore corporate Richard Good spearheads Linklaters Allen & Gledhill’s five- finance/M&A team, hiring close to a dozen new associates over strong corporate and M&A practice in Singapore. The team has the past 12 months. Two of the firm’s key clients are Tokyo again had a groundbreaking year, keeping it alongside Clifford Electric Power Company and Salamander Energy. Chance in the top tier. Among the complex transactions that the firm has advised on In particular, the firm advised Temasek on its acquisition of a are the Tepco/Paiton I acquisition financing, where Milbank rep- stake in Standard Chartered, acted for Khazanah Nasional on its resented the Tokyo Electric Power Company in relation to its acquisition of Indonesia’s ninth-largest bank (PT Bank Lippo), acquisition of a 14% equity interest in the Paiton I power project and guided SingTel through its acquisition of a 45% stake in in Indonesia from General Electric and Transcanada, and the part Pacific Bangladesh Telecom. The firm also acted for SingTel on two of the Tepco/Paiton I acquisition financing, where Milbank its unsuccessful bid to acquire Pakistan Telecommunications represented Tepco when it acquired a 15% equity interest in PT Company, the country’s largest phone service provider, from the IPM Operation and Maintenance Indonesia from IPM Asia. Pakistan government. The firm has also acted for Salamander Salamander Energy The $565 million Khazanah acquisition of PT Bank Lippo (Thailand) as purchaser in the acquisition of shares of Bontang was the first significant acquisition of an Indonesian bank since Exploration Company, a Singaporean oil & gas company, from the completion of the Indonesian government’s bank privatiza- Capitalrealm Enterprises. Furthermore, Milbank represented the tion programme. Temasek’s acquisition of an 11.5% stake in purchasers of Indonesia’s largest coal mine in a $950 million 2007 EDITION
  13. 13. Singapore 817leveraged buyout, setting a benchmark for the Indonesian mar- finance its acquisition of the hotel business of Raffles Holdings.ket. Also in Indonesia, the firm acted for Farallon Capital in con- The deal was highly complex and spanned multiple jurisdictions,nection with the purchase of the Crowne Prince Hotel for $180 requiring a lot of coordination between the firm’s Singapore, Newmillion. York, Hong Kong, German, Tokyo and Los Angeles offices. Lastly, the firm was also involved in the Tepco/Paiton acquisi-Leading lawyer Key contact partner tion financing, which enabled Tepco to buy a minority stake inDavid Zemans David Zemans the Paiton I power project in Indonesia.White & Case Leading lawyer Key contact partnerWhite & Case has seven fee-earners in its M&A practice in Mark Nelson Mark NelsonSingapore. Barrye Wall runs the team, which has established asolid reputation and earned it a promotion in the rankings this Lovells Lee & Leeyear. Adrian Chan and John Mollard head up the 14-lawyer M&A Over the past 12 months or so, the firm has been busy on practice at Lovells Lee & Lee in Singapore, which acts for clientssome significant deals. For example, it has acted for the such as Wärtsilä Corporation, United Engineers, WheelockSampoerna Group in its acquisition of a 42.6% interest in SGSS Properties, MultiVision Intelligent Surveillance and QAF.Forest Products for an aggregate consideration of $50 million, Some of the team’s more recent experience includes acting forand acted for GIC, one of the consortium members in the $1 bil- a South African and Australian consortium on its bid to acquirelion leveraged buyout (LBO) of PT Adaro, Indonesia’s largest a greenfield gold mine in Indonesia from Newmont Corporation,coal mine, in what was a complicated cross-border LBO. working on the acquisition of SGX-listed Total Automation, a White & Case also represented Colony Capital in relation to transaction that involved numerous jurisdictions, and helping toan agreement between Colony and Raffles Holdings to purchase set up one of the first foreign-Vietnamese joint-venture manage-all of the hotel interests of Raffles Holdings for around $1.3 bil- ment companies and funds in Vietnam. This was establishedlion, and acted for PT Cakrawala Andalas Televisi (ANTV), an between a Singapore joint venture vehicle and Vietcom Bank,Indonesian television network, in its agreement to sell a 20% one of Vietnam’s largest banks.stake in the company to Hong Kong’s Star TV. Key contact partnersKey contact partner Adrian ChanBarrye Wall Lun Chee Leong John MollardFreshfields Drew & NapierBruce Cooper and Yeelong Tan lead Freshfields Drew & Napier’s Norton RoseM&A team, which has increased in size over the past 18 months Norton Rose’s Christopher Moore leads Norton Rose’s seven-by adding five new associates. The firm is a regular adviser to such strong M&A team in Singapore, working closely with clientsclients as Deutsche Bank, Total Oil Asia, Vitol Asia, Ashmore such as Axa Asia Pacific Holdings, Sampoerna Strategic andInvestment Management and Temasek Holdings. Macquarie Securities. Some of the firm’s standout transactions of the past year Some of the more high-profile transactions the team has beeninclude acting for Deutsche Bank and Ashmore Investment involved in include advising Renaissance Capital Asia on theManagement on the $175 million acquisition of equity interests $3.25 billion acquisition of Bumi Resources’ thermal coal Spice Communications, advising Temasek Holdings on its The firm also acted for Axa on its joint-venture with Bhartidivestment of a $100 million fund portfolio, representing Total Enterprises in a life insurance business in India called Bharti AxaOil Asia on its proposal to acquire Shell Fiji, and advising Life Insurance Company – a strategically important first moveTemasek Holdings on its $700 million acquisition of equity in into the Indian life insurance market for the Axa groupthe PT Chandra Asri Petochemicals complex in Indonesia. Among other highlights, the firm advised Macquarie on its agreement to acquire an equity interest in Changshu XinghuaKey contact partners Port, a multi-purpose cargo port located along the Yangtze River,Bruce Cooper and advised Telekom Malaysia on the acquisition of 49% equityYeelong Tan interest in Spice Communications, one of the leading service providers of mobile telephony in Punjab, India.Latham & WatkinsMark Nelson has played a crucial role in helping Latham & Key contact partnerWatkins win some key mandates out of its Singapore office this Christopher Mooreyear. For example, the firm advised PT Astratel Nusantara andCitigroup in relation to their acquisition from French company Skadden Arps Slate Meagher & FlomSuez Environnement of a 49% stake in PT Pam Lyonnaise Jaya, Skadden Arps Slate Meagher & Flom’s Singapore office, whichthe Indonesian company that operates the privatized municipal opened in 1995, is relatively small, but staffed with good lawyerswater system serving about 345,000 customers in the western concentrating on corporate finance, M&A and leveraged finance,half of Jakarta. among other things. The office acts as an integral link for Latham also represented the lead arrangers (CSFB, Calyon Skadden’s practice in nearby countries such as India, Indonesia,and Aareal Bank) in connection with $750 million-worth of Malaysia and the facilities made available to an affiliate of Colony Capital to2007 EDITION