Singapore                   805




Singapore
Chamber of commerce:                                                    Professional body:
Singapore International Chamber of Commerce                             Law Society of Singapore
6 Raffles Quay 10-01                                                     39 South Bridge Road
John Hancock Tower                                                      Singapore 058673
Singapore 048580                                                        Tel:    +65 6538 2500
Tel:     +65 6224 1255                                                  Fax:    +65 6533 5700
Fax:     +65 6224 2785                                                  Email: lawsoc@lawsoc.org.sg
Email: general@sicc.com.sg                                              Web:    www.lawsociety.org.sg
Web:     www.sicc.com.sg


Singapore’s new Companies Act                                           would require a notice of share capital reduction to be published in
                                                                        a national newspaper, while private companies have a choice
Sophia Leong                                                            whether to publish a notice in the newspaper or to disseminate a
WongPartnership                                                         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) came
into effect on January 30 2006, implementing changes recom-             Liberalizing financial assistance restrictions
mended by the Company Legislation and Regulatory Framework              The position that a company cannot give financial assistance for the
Committee (the CLRFC). The Companies Act aims to simplify busi-         acquisition or proposed acquisition of its or its holding company’s
ness 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 be
Par value and authorized capital                                        approved by a unanimous shareholders’ resolution. In both instances
Previously, all shares issued required a par value and could not be     the directors must make a solvency statement. For the second
issued at a discount without the court’s permission. Par value repre-   exception, all directors must also resolve that the assistance is in the
sented the permanent capital invested in a company and the amount       company’s best interests and that it also would be beneficial to
a shareholder was statutorily required to pay for an issued share.      those members not receiving the assistance. A third exception has
Authorized 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 net
tangible asset backing to assess the creditworthiness of a compa-       Share buyback regime
ny. Furthermore, the rule prohibiting shares to be issued at a dis-     Companies are now allowed to acquire their own shares, or redeem
count prevented companies from raising funds when the market            preference shares out of paid-up capital or profits, as long as the
value of their shares fell below par value. The CLRFC concluded         company is solvent. The test for solvency is different from other
that a more meaningful measure was the total consideration paid for     forms of capital reduction in that the company must be able to pay
or 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 its
share 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 than
Reform of the capital maintenance regime                                its liabilities (including contingent liabilities) after the share buyback
The capital maintenance regime has been relaxed considerably fol-       payment.
lowing amendments which include setting out an alternative capital
reduction regime, liberalizing financial assistance restrictions and     The concept of treasury shares
reforming 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 shareholding
issued 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 any
debts as they fall due, and that the company’s assets will exceed its   time.
liabilities after the reduction. Publicity requirements prescribed by
the minister must also be complied with. For public companies, this     Conclusion


2007 EDITION
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
Singapore                 807



Authority of Singapore’s September 2005 announcement allow-           Leading lawyers                   Key contact partners
ing banks to offer such financing. The firm has also had a busy         Mark Hudspeth                     Eugene Ooi
year advising on a range of financings of projects and plant facil-    Andrew Lim                        Lee Kim Shin
ities.                                                                Eugene Ooi                        Lucien Wong
    Capital markets – including securitization – continues to be a    K Shanmugam
key practice area for Allen & Gledhill under the leadership of        Tan Tze Gay
Christina Ong. Since 2005, the firm has worked on some of the          Lucien Wong
largest deals in Singapore, as well as several ‘firsts’. Of the more
structured capital markets deals in the market, Allen & Gledhill      Arfat Selvam Alliance
acted 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, financial
Asian (ex-Japan) bank. The firm also acted for SME CreditAssist        services, international joint ventures and Islamic finance. It has
and 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 to
in 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 key
Company in the issue of S$325 million guaranteed notes due            clients, two arrivals have been Leon Yee as a partner from Herbert
2010 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 deal
count Temasek Financial I’s debut issue of a $1.75 billion note       the firm was especially proud of was its role advising Citicorp
issue 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 in
Moody’s. Allen & Gledhill also played a role in the $1 billion        April 2006.
global 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 from
example, 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 ABF
stapled securities and utility listing in Singapore. The firm also     Singapore Bond Index Fund – Arfat Selvam advised DBS Bank
acted on the S$621 million IPO of STX Pan Ocean Co, mark-             as coordinator of the application for the listing of the first bond
ing the first South Korean company to list in Singapore, the           exchange tracker fund listed on the Singapore Exchange
S$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 to
Singapore, and the IPO of Allco Commercial Real Estate                the firm’s capital markets practice, with the arrival of Jonathan
Investment Trust, the first Australian property trust in Singapore     Bett, an associate from Freshfields Bruckhaus Deringer in
with 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, Sical
restructuring practice. An important recent deal included the         Logistics, Keppel Land, Keppel Corp, Jefferies & Co and British
S$9.4 billion corporate restructuring involving the transfer of       and Malayan Trustees. For example, on the debt side, it recently
both listed and unlisted companies and assets held by Singapore       advised India-based Sical on the listing of $75 million zero
Technologies 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 firm
for Citiraya Industries, a global waste recycling company             was counsel to the manager of K-Reit Asia, sponsored by Keppel
embroiled in allegations of financial fraud and with debts to the      Land; the dual $220 million US and Singapore listing of Omega
tune 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 and
Delphi Automotive Systems Singapore in view of the insolvency         Malayan Trustees as the trustee in relation to the S$321 million
and 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 Corp
tion’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 stake
they have worked on recently include the sale of the hotel busi-      of 38% owned by OCBC Bank and Great Eastern Holdings, as
ness of Raffles Holdings for S$1.72 billion, the largest M&A deal      well as acting on a mandatory conditional cash offer to acquire all
in 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 partners
Company by Thai Telco Holdings and Telenor Asia for around            Lo Kim Seng
$420 million.                                                         Krishna Ramachandra
                                                                      Leon Yee


2007 EDITION
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
Singapore                809



physical delivery rules in conjunction with their joint venture       ed practitioners in Singapore. The firm has a highly-regarded
with 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 and
lawyers 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 year
Investments & 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 to
Katsumi 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, HL
Construction Bank, Gallant Venture, MediaCorp and Pearl               Bank and Genesis Capital. It has acted on a string of IPOs since
Energy. One deal it acted on recently was for MediaCorp in its        mid-2005, including those for Memory Devices, Ntegrator
international placement of 128 million ordinary shares, compris-      International, China Wheel Holdings, China Lifestyle Food And
ing 6% of StarHub, for an aggregate offer size of S$246 million.      Beverages Group, and Asia Silk Holdings. The firm also acted on
The firm also acted for the global coordinator, joint-lead man-        the HK$1.986 billion secondary equity fund raising of Fortune
agers 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 on
of 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 and
PricewaterhouseCoopers 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 $500
turing of its majority-owned subsidiary and underwater cable          million fixed-rate notes, and guided HSBC and DBS Bank as
company C2C, acting for the 13 bank creditors of the Airocean         joint-lead managers and underwriters through the Hong Kong
Group, a public listed group, in a multi-million dollar debt          Land Company’s debut Singapore dollar-denominated bond
restructuring 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 clients
listed public company, and acting for the bank creditors in the       include DBS Bank, Malayan Banking and HSBC. In the matter
multi-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 in
accounting fraud and the criminal prosecution of its senior man-      Singapore to establish that the ring-fencing provisions of
agement.                                                              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 on
United Test and Assembly Center and Gallant Venture. This year        the S$194 million restructuring of a listed company in
it has acted for Multi-Fineline Electronics in relation to its pre-   Singapore, as well as on the S$59 million restructuring of
conditional 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, working
al publishing units to Time Publishing, guided the OCBC Group         with Morgan Stanley, Asia Food & Properties, HSBC, Jetstar
through 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 in
lion from the SembCorp Industries Group, the Ascendas Group           India and China, and working on the disposal and acquisition of
and the Salim Group in connection with Gallant’s proposed list-       the Asia Integrated Agri Resources Group. The firm also worked
ing 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 partners
Patrick Ang                      Patrick Ang                          Sarjit Singh Gill                Sarjit Singh Gill
Steven Chong                     Goh Kian Hwee                        Philip Pillai                    Philip Pillai
Goh Kian Hwee                    Soon Choo Hock
Lee Eng Beng                                                          Stamford Law Corporation
Lionel Tay                                                            Top local corporate lawyer Lee Suet Fern is one of the best-
                                                                      known practitioners in Singapore, and has played a prominent
Shook 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 hire
alities at Shook Lin & Bok, and among the most highly-respect-        of partner Calvin Cheong from Allen & Gledhill in April 2006,

2007 EDITION
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
Singapore                 811



stapled 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 Banking
in the deal that saw the company become the first from South           Corporation, while its equally impressive corporate clients
Korea 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 Asia
for its roles on several landmark deals. For example, the firm has     Pacific and Singapore Power.
been acting for Overseas Union Enterprise in relation to the
mandatory unconditional cash offer made by BNP Paribas                Key contact partnerr
Peregrine for and on behalf of Lippo Property Investment              Sunny Wong
Limited, advising Millennium & Copthorne in the proposed
investment in the development of a five-star hotel for the Beijing
Fortune Plaza, and acting for the United Industrial Corporation
in relation to the mandatory conditional cash offer by CIMB-GK
Securities for and on behalf of Summit Top Investments.               Banking – foreign firms
    Other key recent deals for the firm include its roles acting for
Toll Holdings in its voluntary general offer for SembCorp             Recommended firms
Logistics, advising Goldman Sachs in relation to the mandatory        Tier 1
unconditional cash offer by Thai Telco Holdings for Telenor Asia,     Allen & Overy Shook Lin & Bok
and representing Avago Technologies on all Singaporean law            Clifford Chance Wong
aspects 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 2
roles on several matters this year, including advising SGX-listed     Lovells Lee & Lee
Accord Customer Care Solutions on an investigation into alleged       Milbank Tweed Hadley & McCloy
overstatement of revenues, among other things. The firm is also
providing ongoing advice on the debt restructuring of China           Tier 3
Aviation Oil, advising existing lenders under a $160 million syn-     Baker & McKenzie.Wong & Leow
dicate loan agreement with the company, and has acted for             Herbert Smith
Airocean, a Singapore-listed entity, in a high-profile insolvency      Latham & Watkins
and corporate takeover battle.                                        Norton Rose
                                                                      White & Case
Leading lawyers                  Key contact partners
Dilhan Pillay Sandrasegara       Rachel Eng                           Allen & Overy Shook Lin & Bok
Alvin 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 the
Wong Tan & Molly Lim                                                  two joint venture firms. Over the past 12 months the firm has
Boutique corporate firm Wong Tan & Molly Lim was founded in            focused across Asia on adapting its banking and finance practice
1987 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 lawyers
Sunny 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 served
international company in relation to a A$500 million ($380 mil-       as English-law counsel to the lenders on the €465 million ($595
lion) credit facility and a A$106 million credit facility to a        million) facility agreement for Suzlon Energy, an Indian wind
Singapore government-owned entity to finance the acquisition of        turbine maker, in relation to the financing of the acquisition of
prime commercial properties in Sydney, Australia, and act as          Belgium-based Hansen Transmissions. Allen & Overy also
Singapore counsel in relation to a $70 million credit facility        advised the lead arranger and facility agent in connection with
extended by a Singapore government corporation to a co-investor       the $950 million of acquisition financing – pursuant to the $600
in 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 coal
term 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 to
Singapore-listed company in negotiating and finalizing contract-       Credit Suisse First Boston.
manufacturing arrangements with a South Korean corporation
for the production of telecom products, acting for the owners         Leading lawyers                  Key contact partners
and operators of a large retail and department store chain in         John Richards                    John Richards
China in its purchase of a department store in Singapore, and         Moira Taylor                     Kayal Sachi
advising on the SGX IPOs of several companies.                                                         Moira Taylor



2007 EDITION
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
Singapore                813



Herbert Smith                                                          Capital markets – foreign firms
Herbert Smith’s Singapore banking and finance team, led by
Michelle Chen, has worked on a number of significant transac-           Recommended firms
tions over the past 12 months, especially with an Indonesian and       Tier 1
Indian focus. The team continues to be instructed by the Asian         Clifford Chance Wong
Development Bank (ADB), and some leading Japanese corpora-             Linklaters Allen & Gledhill
tions.
    The past 12 months has seen new clients added and large            Tier 2
acquisition finance deals completed, including advising a large         Allen & Overy Shook Lin & Bok
Japanese corporation on the divestiture of its interests in a petro-   Latham & Watkins
chemical project and acquisition of a majority interest in a paper
mill, in a highly complex transaction which also involved a series     Tier 3
of debt restructurings and exchange bonds. The team was also           Herbert Smith
instructed by VSNL and Videsh Sanchar Nigam, an Indian                 Lovells Lee & Lee
telecommunications company originating from India, on the              Milbank Tweed Hadley & McCloy
financing for VSNL’s acquisition of Teleglobe International             Shearman & Sterling
Holdings.
    Work for the ADB, meanwhile, has included advising on its          Tier 4
standard form term loan agreement and on the restructuring of          Sidley Austin
certain of its loans to an Indonesian company.                         Skadden Arps Slate Meagher & Flom

Key contact partner                                                    Clifford Chance Wong
Michelle Chen                                                          Clifford Chance Wong remains in the top-tier for capital markets
                                                                       work, with Crawford Brickley as the highly-regarded figurehead
White & Case                                                           for a team that handles some of the more complex transactions
Bertie 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 advising
Mehigan has raised his profile in the banking sector in Singapore       Commonwealth Bank of Australia and HSBC on a high-yield
and 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 a
million financing for the acquisition of the United Broadcasting        name for itself on the high-yield advisory side, having worked on
Corporation 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 PT
strates 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 $200
Hong Kong, Indonesia, Kazakhstan, Kyrgyzstan, Taiwan,                  million non-cumulative guaranteed preference shares issued by
Thailand, 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, and
in 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 joint
Bank, Deutsche Bank, JP Morgan Chase, Mizuho Corporate                 bookrunner, on the S$495 million ($305 million) IPO of Allco
Bank, PT Bank Danamon Indonesia, PT Bumi Resources, The                Commercial Real Estate Investment Trust on the SGX, which
Royal 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 of
Key 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 and

2007 EDITION
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
Singapore                815



    Milbank’s reputation for acting on complex deals has contin-      Insolvency and restructuring – foreign
ued. The firm has recently advised PT Lippo Karawaci, one of           firms
the largest property developers in Indonesia, in connection with
its $250 million bond offering pursuant to Regulation S. Also in      Recommended firms
Indonesia, Milbank represented Credit Suisse First Boston and         Tier 1
UBS as joint-lead managers in connection with the proposed            Allen & Overy Shook Lin & Bok
$325 million Regulation S subordinated debt offering by PT            Shearman & Sterling
Gadjah Tunggal. This was a highly successful Indonesian high-         White & Case
yield bond offering.
    On the equity side, meanwhile, the firm represented Camelot        Tier 2
Information Systems, a holding company with subsidiaries              Baker & McKenzie.Wong & Leow
engaging in IT outsourcing operations in China, in connection         Clifford Chance Wong
with its $20 million Series A financing from Citigroup.                Herbert Smith
                                                                      Latham & Watkins
Key contact partner                                                   Linklaters Allen & Gledhill
David Zemans                                                          Norton Rose

Shearman & Sterling                                                   Shearman & Sterling
Counsel 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 the
capital markets success in Asia. The firm has been particularly        region. Over the past 12 months, this has included representing
active 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 resolve
Rayong Refinery Public Company, one of Thailand’s leading oil          a long-standing, high-profile default by the famous $2.9 billion
refiners and a wholly-owned unit of government-controlled oil          Dabhol power project in India. Shearman represented Banc of
and gas company PPT. This was one of the largest IPOs ever out        America Securities Asia as agent to the foreign bank lenders to
of Thailand. Shearman also represented the underwriters, led by       Dabhol Power Co, in the resolution of their claims against
Deutsche Bank, JP Morgan, Merrill Lynch, Phatra Securities and        Dabhol.
SCB Securities, in connection with the $850 million Rule 144A
and Regulation S IPO by Thai Beverage, the second-largest IPO         Leading lawyer                   Key contact partner
ever 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 & Case
cipal amount of unregistered senior notes for a new issue of SEC-     White & Case’s financial restructuring and insolvency group in
registered 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 China
Gail 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 Mehigan




2007 EDITION
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
Singapore                 817



leveraged 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, New
million.                                                               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 in
David Zemans                      David Zemans                         the Paiton I power project in Indonesia.
White & Case                                                           Leading lawyer                   Key contact partner
White & Case has seven fee-earners in its M&A practice in              Mark Nelson                      Mark Nelson
Singapore. Barrye Wall runs the team, which has established a
solid reputation and earned it a promotion in the rankings this        Lovells Lee & Lee
year.                                                                  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 clients
some significant deals. For example, it has acted for the              such as Wärtsilä Corporation, United Engineers, Wheelock
Sampoerna 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 for
and acted for GIC, one of the consortium members in the $1 bil-        a South African and Australian consortium on its bid to acquire
lion 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 to
an 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 established
lion, 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 partners
Key contact partner                                                    Adrian Chan
Barrye Wall                                                            Lun Chee Leong
                                                                       John Mollard
Freshfields Drew & Napier
Bruce Cooper and Yeelong Tan lead Freshfields Drew & Napier’s           Norton Rose
M&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 clients
clients as Deutsche Bank, Total Oil Asia, Vitol Asia, Ashmore          such as Axa Asia Pacific Holdings, Sampoerna Strategic and
Investment 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 been
include acting for Deutsche Bank and Ashmore Investment                involved in include advising Renaissance Capital Asia on the
Management on the $175 million acquisition of equity interests         $3.25 billion acquisition of Bumi Resources’ thermal coal assets.
in Spice Communications, advising Temasek Holdings on its              The firm also acted for Axa on its joint-venture with Bharti
divestment of a $100 million fund portfolio, representing Total        Enterprises in a life insurance business in India called Bharti Axa
Oil Asia on its proposal to acquire Shell Fiji, and advising           Life Insurance Company – a strategically important first move
Temasek Holdings on its $700 million acquisition of equity in          into the Indian life insurance market for the Axa group
the PT Chandra Asri Petochemicals complex in Indonesia.                    Among other highlights, the firm advised Macquarie on its
                                                                       agreement to acquire an equity interest in Changshu Xinghua
Key contact partners                                                   Port, a multi-purpose cargo port located along the Yangtze River,
Bruce Cooper                                                           and advised Telekom Malaysia on the acquisition of 49% equity
Yeelong Tan                                                            interest in Spice Communications, one of the leading service
                                                                       providers of mobile telephony in Punjab, India.
Latham & Watkins
Mark Nelson has played a crucial role in helping Latham &              Key contact partner
Watkins win some key mandates out of its Singapore office this          Christopher Moore
year. For example, the firm advised PT Astratel Nusantara and
Citigroup in relation to their acquisition from French company         Skadden Arps Slate Meagher & Flom
Suez Environnement of a 49% stake in PT Pam Lyonnaise Jaya,            Skadden Arps Slate Meagher & Flom’s Singapore office, which
the Indonesian company that operates the privatized municipal          opened in 1995, is relatively small, but staffed with good lawyers
water 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 Philippines.
credit facilities made available to an affiliate of Colony Capital to

2007 EDITION
818   Singapore


          Key work the firm has handled recently includes Colony               Clifford Chance Wong
      Capital’s sale of a project to GIC Real Estate, a real estate invest-   Clifford Chance Wong has also continued to dominate the pro-
      ment entity of the government of Singapore, in a transaction            ject finance market, with Sam Bonifant and Russell Wells spear-
      reportedly valued at $876 million, acting for GIC Real Estate in        heading the practice.
      relation to its $84 million private equity investment in Sunstone           The firm played an important part of the landmark financing
      Hotel Investors, an owner and developer of upscale hotels, acting       of the Nam Theun 2 hydropower project in the Lao PDR, which
      on InterGen’s acquisition via an auction by Ocean Star, report-         apart from its great complexity was a major boost to the Lao
      edly valued at $1.8 billion, and advising on Pacific Century             economy and was supported by multilaterals, commercial
      Group’s $140 million sale of Pacific Century Regional                   lenders, bilateral and developmental agencies and export credit
      Developments to TPGAxon Capital Management, a hedge fund                agencies.
      managed by private equity firm Texas Pacific Group, and                       Clifford Chance’s Singapore projects team also acted for ABN
      Newbridge Capital Asia.                                                 Amro on a $400 million financing for Warid Telecom to be used
                                                                              to fund the expansion of its network in Pakistan, advised
      Key contact partner                                                     Bayerische HypoVereinsbank on a borrowing base facility for
      Alan Schiffman                                                          Lodore Resources, an oil and gas investment company, repre-
                                                                              sented International Power on the Tanjung Jati A power project
                                                                              in Indonesia, and acted for the Marubeni Corporation on the Sur
                                                                              desalination project in Oman.
                                                                                  Among the year’s other highlights, the firm acted for the
      Project finance – foreign firms                                           Oman Oil Company on the acquisition of an equity interest in
                                                                              an aromatics complex in Qingdao in the PRC, advised Santos on
      Recommended firms                                                        a borrowing base facility, and guided Star Energy through the
      Tier 1                                                                  financing of the expansion of the Wayang Windu geothermal
      Allen & Overy Shook Lin & Bok                                           project in Indonesia.
      Clifford Chance Wong
                                                                              Leading lawyer                   Key contact partners
      Tier 2                                                                  Sam Bonifant                     Sam Bonifant
      Freshfields Drew & Napier                                                                                 Russell Wells
      Latham & Watkins
      Linklaters Allen & Gledhill                                             Freshfields Drew & Napier
      Milbank Tweed Hadley & McCloy                                           There has been some turnover in the project finance team at
      Shearman & Sterling                                                     Freshfields Drew & Napier this year, but mainly at associate level,
      White & Case                                                            leaving Bruce Cooper and Yeelong Tan to continue to push the
                                                                              firm forward with roles on some important transactions.
      Tier 3                                                                      For example, the firm acted on the $217.5 million limited-
      Baker & McKenzie.Wong & Leow                                            recourse refinancing and restructuring of the 741MW Glow IPP
      Herbert Smith                                                           project in Thailand, sponsored by Suez Energy. This refinancing
      Lovells Lee & Lee                                                       involved the replacement of existing insured facilities with a con-
      Norton Rose                                                             solidated commercial bank loan facility.
                                                                                  Freshfields also received instructions to advise on the limited-
      Allen & Overy Shook Lin & Bok                                           recourse financing of a tungsten and fluorspar open-cut mine in
      Allen & Overy Shook Lin & Bok’s reign in the top-tier of the            Vietnam, together with associated processing and transport infra-
      project finance rankings continues undisputed, particularly with         structure, sponsored by Canadian company Tiberon Minerals,
      the expertise of Kayal Sachi in the ranks. The firm notched up           acted on PT Trans Nusantara Multi Construction’s bid for phase
      another fantastic year, playing a key role, for example, on the         II of the West Java gas pipeline project in south Sumatra,
      landmark $1.25 billion financing of the Nam Theun 2                     Indonesia, and represented Mitsui & Co on the $650 million
      hydropower project in the Lao PDR, the largest project finance           Gulf Power project in Thailand.
      undertaken in Laos and the largest privately-financed hydro pro-
      ject in the world. The deal was as complex as it was record-break-      Leading lawyer                   Key contact partners
      ing, with an innovative reinsurance scheme, three political risk        Bruce Cooper                     Bruce Cooper
      guarantee facilities and five different legal jurisdictions.                                              Yeelong Tan
          The firm also advised the lenders on the structure of a $275
      million loan to fund the acquisition of the Kangean gasfield in          Latham & Watkins
      Indonesia from BP by Energi Mega Persada.                               With Joseph Bevash at the helm, Latham & Watkins continues
                                                                              to be a force in the Singaporean project finance market, which it
      Leading lawyer                    Key contact partners                  uses mainly as a base from which to advise on key financings
      Kayal Sachi                       Jaspar Gillal                         across the region and build on its track record.
                                        Kayal Sachi                              For example, in one standout mandate the firm is advising the
                                                                              Republic of Indonesia, acting through its new upstream imple-
                                                                              mentation agency BP Migas, in connection with the develop-
                                                                              ment and financing of a multi-billion US dollar greenfield lique-

                                                                                                                               2007 EDITION
Singapore                 819



fied natural gas (LNG) project in Papua. The overall project is        Shearman & Sterling
expected to cost around $5.2 billion including associated             Though relatively small, Shearman & Sterling’s project finance
upstream development, construction of the two LNG trains and          practice – which is headed by Bill McCormack – is highly
marine infrastructure to bring gas from an offshore field. The         respected, and the team is often involved in many of the region’s
$2.6 billion loan financing includes loans from JBIC, the Asian        most complex deals. Its client list is also impressive, including the
Development Bank and a group of commercial banks including            Asian Development Bank, British Gas India, Petroliam Nasional,
The Bank of Tokyo Mitsubishi UFJ, BNP Paribas, Fortis Bank,           Shell Solar and HSBC.
ING, Mizuho Corporate Bank, Sumitomo Mitsui Banking                      One of its landmark transactions this year was its role acting
Corporation and Standard Chartered Bank.                              for the lenders in connection with a S$240 million ($145 mil-
                                                                      lion) project financing for the construction by Horizon
Leading lawyer                   Key contact partner                  Singapore Terminals of an oil terminal on Jurong Island in
Joseph Bevash                    Joseph Bevash                        Singapore. This was the first project financing for Emirates
                                                                      National Oil Company in Asia, and the first petroleum storage
Linklaters Allen & Gledhill                                           terminal project to be funded through a project finance facility.
Martin David leads the nine-strong project finance team at                The firm also represented the lenders in connection with a
Linklaters Allen & Gledhill. The firm’s regionally focused project     $753 million multi-sourced project financing for the develop-
finance specialists have advised on some of Asia’s most significant     ment by the Ratchaburi Power Company of 2x700MW gas-fired
initiatives in infrastructure, telecommunications, energy and nat-    power projects in Ratchaburi, Thailand. This was the last of the
ural resources, and they have recently won new mandates from,         1995 Thai IPPs to reach financial close, but represented the first
among others, the Pakistan government’s Private Power                 Thai IPP involving the JBIC as an original lender rather than a
Investment Board on the development of three internationally          refinancing lender. It was also the largest project financing in
tendered IPPs (independent power projects) in Pakistan, the first      Thailand in 2005.
projects to be tendered on a competitive bid basis since the early
1990s.                                                                Leading lawyer                    Key contact partner
    The firm also won a role to advise the Asian Development           Bill McCormack                    Bill McCormack
Bank on the financing of Roshan Cellular in Afghanistan, acted
for Ranhill Berhad on the acquisition and financing of the             White & Case
600MW Masinloc coal-fired power plant in the Philippines, and          The five-strong White & Case project finance team, which is run
advised on a methanol project in Brunei being developed on a          by Brian Miller, is consistently ranked among the better firms in
limited-recourse basis, involving the negotiation of a long-term      this area. The Singapore team is well-known for its expertise, and
feedstock supply for the plant.                                       as a result is frequently involved in some of the key deals in the
                                                                      region. Highlights include the firm’s role for the International
Key contact partner                                                   Finance Corporation and the Metropolitan Cebu Water District
Martin David                                                          in connection with the development of a concession agreement
                                                                      for the supply of potable water to Cebu City, Philippines.
Milbank Tweed Hadley & McCloy                                             White & Case has also worked on the Kaeng Khoi 2 power
Milbank has always been renowned for its strong project finance        project, representing the project borrower, the Gulf Power
capabilities, led in Singapore by Gary Wigmore. The firm has           Generation Company, and its parent company, Gulf Electric
spent the past 12 months or so expanding the size of its team by      Public Company, in relation to the $663 million project financ-
four to five associates, bringing the number of fee-earners to 13.     ing of a 1,468MW combined-cycle gas turbine power plant to be
Clients that it considers key to its practice include Salamander      constructed at Kaeng Khoi in Saraburi Province, Thailand –
Energy, JBIC, Standard Chartered Bank and the Australia and           marking an important milestone in Thailand’s power-sector
New Zealand Banking Group.                                            development strategy.
    Some of the firm’s key recent projects include representing            The firm is also representing BP Berau and the other sponsors
Credit Suisse in connection with a $50 million loan to PT             as finance counsel in connection with the $2.6 billion financing
Pertalahan Arnebatara Natuna, an Indonesian oil and gas com-          of the Tangguh LNG project in Indonesia operated by BP. Its
pany, to finance the development of the Udang field in                client list for project finance work includes Edison Mission
Indonesia. This deal involved significant structuring of the loan      Energy, the International Finance Corporation and the Orix
and security package to enable Credit Suisse to obtain compre-        Corporation.
hensive security but within the restrictions set forth in a produc-
tion sharing contract of the borrower.                                Leading lawyers                   Key contact partner
    Milbank also acted for Keppel Energy, HSBC, ING, Calyon           Margaret Cole                     Brian Miller
and Sumitomo Mitsui Banking Corporation as lenders in con-            Brian Miller
nection with the S$525 million ($334 million) project financing
of the proposed development, construction and operation of a          Other notable firms
500MW gas-fired cogeneration project in Singapore. This was            Herbert Smith can be happy with its performance in the project
the first merchant power financing in Singapore’s recently estab-       finance field in Singapore. Michelle Chen’s team has had a strong
lished National Electricity Market.                                   year, working on a number of significant projects and energy
                                                                      deals. Among the highlights, the team was kept busy advising on
Leading lawyer                   Key contact partner                  the refinancing on the Laibin B power project, as well as advising
David Zemans                     David Zemans                         on the proposed financing of the Torrent Power Project in India.

2007 EDITION
820   Singapore


          James Harris has overseen the expansion of Lovells Lee &
      Lee’s project finance practice in Singapore, welcoming four new
      faces to increase the size of the practice to 10 lawyers and work-
      ing for a number of choice clients such as Société Générale,
      HSBC, Keppel Energy and PricewaterhouseCoopers. In one key
      instruction, the firm acted for the Sumitomo Mitsui Banking
      Corporation, Standard Chartered Bank, DnB Bank and West LB
      on the financing of the first privately-owned and operated waste
      incineration plant in Singapore. The firm also advised the
      Australia and New Zealand Banking Group on a secured bor-
      rowing base facility over Indonesian oil and gas concessions.
          Norton Rose’s project finance practice in Singapore is run by
      Jeff Smith, who has seen some turnover in the team, including
      the departure of projects specialist Arman Galledari to Jones Day.
      But there are still seven fee-earners in the team, which counts
      Sampoerna Strategic, Babcock & Brown and PT Renaissance
      Capital Asia among its key clients. Some of the main deals for the
      firm include advising ANZ Investment Bank in respect of a $45
      million limited-recourse project financing for a mobile offshore
      gas production unit positioned for service on the Maleo gas field
      in Indonesia, and advising Powertek on the project-related
      aspects of its acquisition of two large power projects in Egypt
      from EDF International.




                                                                           2007 EDITION

Singapore

  • 1.
    Singapore 805 Singapore Chamber of commerce: Professional body: Singapore International Chamber of Commerce Law Society of Singapore 6 Raffles Quay 10-01 39 South Bridge Road John Hancock Tower Singapore 058673 Singapore 048580 Tel: +65 6538 2500 Tel: +65 6224 1255 Fax: +65 6533 5700 Fax: +65 6224 2785 Email: lawsoc@lawsoc.org.sg Email: general@sicc.com.sg Web: www.lawsociety.org.sg Web: www.sicc.com.sg Singapore’s new Companies Act would require a notice of share capital reduction to be published in a national newspaper, while private companies have a choice Sophia Leong whether to publish a notice in the newspaper or to disseminate a WongPartnership 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) came into effect on January 30 2006, implementing changes recom- Liberalizing financial assistance restrictions mended by the Company Legislation and Regulatory Framework The position that a company cannot give financial assistance for the Committee (the CLRFC). The Companies Act aims to simplify busi- acquisition or proposed acquisition of its or its holding company’s ness 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 be Par value and authorized capital approved by a unanimous shareholders’ resolution. In both instances Previously, all shares issued required a par value and could not be the directors must make a solvency statement. For the second issued at a discount without the court’s permission. Par value repre- exception, all directors must also resolve that the assistance is in the sented the permanent capital invested in a company and the amount company’s best interests and that it also would be beneficial to a shareholder was statutorily required to pay for an issued share. those members not receiving the assistance. A third exception has Authorized 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 net tangible asset backing to assess the creditworthiness of a compa- Share buyback regime ny. Furthermore, the rule prohibiting shares to be issued at a dis- Companies are now allowed to acquire their own shares, or redeem count prevented companies from raising funds when the market preference shares out of paid-up capital or profits, as long as the value of their shares fell below par value. The CLRFC concluded company is solvent. The test for solvency is different from other that a more meaningful measure was the total consideration paid for forms of capital reduction in that the company must be able to pay or 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 its share 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 than Reform of the capital maintenance regime its liabilities (including contingent liabilities) after the share buyback The capital maintenance regime has been relaxed considerably fol- payment. lowing amendments which include setting out an alternative capital reduction regime, liberalizing financial assistance restrictions and The concept of treasury shares reforming 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 shareholding issued 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 any debts as they fall due, and that the company’s assets will exceed its time. liabilities after the reduction. Publicity requirements prescribed by the minister must also be complied with. For public companies, this Conclusion 2007 EDITION
  • 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.
    Singapore 807 Authority of Singapore’s September 2005 announcement allow- Leading lawyers Key contact partners ing banks to offer such financing. The firm has also had a busy Mark Hudspeth Eugene Ooi year advising on a range of financings of projects and plant facil- Andrew Lim Lee Kim Shin ities. Eugene Ooi Lucien Wong Capital markets – including securitization – continues to be a K Shanmugam key practice area for Allen & Gledhill under the leadership of Tan Tze Gay Christina Ong. Since 2005, the firm has worked on some of the Lucien Wong largest deals in Singapore, as well as several ‘firsts’. Of the more structured capital markets deals in the market, Allen & Gledhill Arfat Selvam Alliance acted 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, financial Asian (ex-Japan) bank. The firm also acted for SME CreditAssist services, international joint ventures and Islamic finance. It has and 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 to in 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 key Company in the issue of S$325 million guaranteed notes due clients, two arrivals have been Leon Yee as a partner from Herbert 2010 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 deal count Temasek Financial I’s debut issue of a $1.75 billion note the firm was especially proud of was its role advising Citicorp issue 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 in Moody’s. Allen & Gledhill also played a role in the $1 billion April 2006. global 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 from example, 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 ABF stapled securities and utility listing in Singapore. The firm also Singapore Bond Index Fund – Arfat Selvam advised DBS Bank acted on the S$621 million IPO of STX Pan Ocean Co, mark- as coordinator of the application for the listing of the first bond ing the first South Korean company to list in Singapore, the exchange tracker fund listed on the Singapore Exchange S$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 to Singapore, and the IPO of Allco Commercial Real Estate the firm’s capital markets practice, with the arrival of Jonathan Investment Trust, the first Australian property trust in Singapore Bett, an associate from Freshfields Bruckhaus Deringer in with 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, Sical restructuring practice. An important recent deal included the Logistics, Keppel Land, Keppel Corp, Jefferies & Co and British S$9.4 billion corporate restructuring involving the transfer of and Malayan Trustees. For example, on the debt side, it recently both listed and unlisted companies and assets held by Singapore advised India-based Sical on the listing of $75 million zero Technologies 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 firm for Citiraya Industries, a global waste recycling company was counsel to the manager of K-Reit Asia, sponsored by Keppel embroiled in allegations of financial fraud and with debts to the Land; the dual $220 million US and Singapore listing of Omega tune 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 and Delphi Automotive Systems Singapore in view of the insolvency Malayan Trustees as the trustee in relation to the S$321 million and 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 Corp tion’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 stake they have worked on recently include the sale of the hotel busi- of 38% owned by OCBC Bank and Great Eastern Holdings, as ness of Raffles Holdings for S$1.72 billion, the largest M&A deal well as acting on a mandatory conditional cash offer to acquire all in 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 partners Company by Thai Telco Holdings and Telenor Asia for around Lo Kim Seng $420 million. Krishna Ramachandra Leon Yee 2007 EDITION
  • 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.
    Singapore 809 physical delivery rules in conjunction with their joint venture ed practitioners in Singapore. The firm has a highly-regarded with 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 and lawyers 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 year Investments & 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 to Katsumi 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, HL Construction Bank, Gallant Venture, MediaCorp and Pearl Bank and Genesis Capital. It has acted on a string of IPOs since Energy. One deal it acted on recently was for MediaCorp in its mid-2005, including those for Memory Devices, Ntegrator international placement of 128 million ordinary shares, compris- International, China Wheel Holdings, China Lifestyle Food And ing 6% of StarHub, for an aggregate offer size of S$246 million. Beverages Group, and Asia Silk Holdings. The firm also acted on The firm also acted for the global coordinator, joint-lead man- the HK$1.986 billion secondary equity fund raising of Fortune agers 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 on of 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 and PricewaterhouseCoopers 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 $500 turing of its majority-owned subsidiary and underwater cable million fixed-rate notes, and guided HSBC and DBS Bank as company C2C, acting for the 13 bank creditors of the Airocean joint-lead managers and underwriters through the Hong Kong Group, a public listed group, in a multi-million dollar debt Land Company’s debut Singapore dollar-denominated bond restructuring 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 clients listed public company, and acting for the bank creditors in the include DBS Bank, Malayan Banking and HSBC. In the matter multi-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 in accounting fraud and the criminal prosecution of its senior man- Singapore to establish that the ring-fencing provisions of agement. 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 on United Test and Assembly Center and Gallant Venture. This year the S$194 million restructuring of a listed company in it has acted for Multi-Fineline Electronics in relation to its pre- Singapore, as well as on the S$59 million restructuring of conditional 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, working al publishing units to Time Publishing, guided the OCBC Group with Morgan Stanley, Asia Food & Properties, HSBC, Jetstar through 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 in lion from the SembCorp Industries Group, the Ascendas Group India and China, and working on the disposal and acquisition of and the Salim Group in connection with Gallant’s proposed list- the Asia Integrated Agri Resources Group. The firm also worked ing 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 partners Patrick Ang Patrick Ang Sarjit Singh Gill Sarjit Singh Gill Steven Chong Goh Kian Hwee Philip Pillai Philip Pillai Goh Kian Hwee Soon Choo Hock Lee Eng Beng Stamford Law Corporation Lionel Tay Top local corporate lawyer Lee Suet Fern is one of the best- known practitioners in Singapore, and has played a prominent Shook 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 hire alities at Shook Lin & Bok, and among the most highly-respect- of partner Calvin Cheong from Allen & Gledhill in April 2006, 2007 EDITION
  • 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.
    Singapore 811 stapled 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 Banking in the deal that saw the company become the first from South Corporation, while its equally impressive corporate clients Korea 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 Asia for its roles on several landmark deals. For example, the firm has Pacific and Singapore Power. been acting for Overseas Union Enterprise in relation to the mandatory unconditional cash offer made by BNP Paribas Key contact partnerr Peregrine for and on behalf of Lippo Property Investment Sunny Wong Limited, advising Millennium & Copthorne in the proposed investment in the development of a five-star hotel for the Beijing Fortune Plaza, and acting for the United Industrial Corporation in relation to the mandatory conditional cash offer by CIMB-GK Securities for and on behalf of Summit Top Investments. Banking – foreign firms Other key recent deals for the firm include its roles acting for Toll Holdings in its voluntary general offer for SembCorp Recommended firms Logistics, advising Goldman Sachs in relation to the mandatory Tier 1 unconditional cash offer by Thai Telco Holdings for Telenor Asia, Allen & Overy Shook Lin & Bok and representing Avago Technologies on all Singaporean law Clifford Chance Wong aspects 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 2 roles on several matters this year, including advising SGX-listed Lovells Lee & Lee Accord Customer Care Solutions on an investigation into alleged Milbank Tweed Hadley & McCloy overstatement of revenues, among other things. The firm is also providing ongoing advice on the debt restructuring of China Tier 3 Aviation Oil, advising existing lenders under a $160 million syn- Baker & McKenzie.Wong & Leow dicate loan agreement with the company, and has acted for Herbert Smith Airocean, a Singapore-listed entity, in a high-profile insolvency Latham & Watkins and corporate takeover battle. Norton Rose White & Case Leading lawyers Key contact partners Dilhan Pillay Sandrasegara Rachel Eng Allen & Overy Shook Lin & Bok Alvin 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 the Wong Tan & Molly Lim two joint venture firms. Over the past 12 months the firm has Boutique corporate firm Wong Tan & Molly Lim was founded in focused across Asia on adapting its banking and finance practice 1987 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 lawyers Sunny 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 served international company in relation to a A$500 million ($380 mil- as English-law counsel to the lenders on the €465 million ($595 lion) credit facility and a A$106 million credit facility to a million) facility agreement for Suzlon Energy, an Indian wind Singapore government-owned entity to finance the acquisition of turbine maker, in relation to the financing of the acquisition of prime commercial properties in Sydney, Australia, and act as Belgium-based Hansen Transmissions. Allen & Overy also Singapore counsel in relation to a $70 million credit facility advised the lead arranger and facility agent in connection with extended by a Singapore government corporation to a co-investor the $950 million of acquisition financing – pursuant to the $600 in 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 coal term 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 to Singapore-listed company in negotiating and finalizing contract- Credit Suisse First Boston. manufacturing arrangements with a South Korean corporation for the production of telecom products, acting for the owners Leading lawyers Key contact partners and operators of a large retail and department store chain in John Richards John Richards China in its purchase of a department store in Singapore, and Moira Taylor Kayal Sachi advising on the SGX IPOs of several companies. Moira Taylor 2007 EDITION
  • 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.
    Singapore 813 Herbert Smith Capital markets – foreign firms Herbert Smith’s Singapore banking and finance team, led by Michelle Chen, has worked on a number of significant transac- Recommended firms tions over the past 12 months, especially with an Indonesian and Tier 1 Indian focus. The team continues to be instructed by the Asian Clifford Chance Wong Development Bank (ADB), and some leading Japanese corpora- Linklaters Allen & Gledhill tions. The past 12 months has seen new clients added and large Tier 2 acquisition finance deals completed, including advising a large Allen & Overy Shook Lin & Bok Japanese corporation on the divestiture of its interests in a petro- Latham & Watkins chemical project and acquisition of a majority interest in a paper mill, in a highly complex transaction which also involved a series Tier 3 of debt restructurings and exchange bonds. The team was also Herbert Smith instructed by VSNL and Videsh Sanchar Nigam, an Indian Lovells Lee & Lee telecommunications company originating from India, on the Milbank Tweed Hadley & McCloy financing for VSNL’s acquisition of Teleglobe International Shearman & Sterling Holdings. Work for the ADB, meanwhile, has included advising on its Tier 4 standard form term loan agreement and on the restructuring of Sidley Austin certain of its loans to an Indonesian company. Skadden Arps Slate Meagher & Flom Key contact partner Clifford Chance Wong Michelle Chen Clifford Chance Wong remains in the top-tier for capital markets work, with Crawford Brickley as the highly-regarded figurehead White & Case for a team that handles some of the more complex transactions Bertie 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 advising Mehigan has raised his profile in the banking sector in Singapore Commonwealth Bank of Australia and HSBC on a high-yield and 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 a million financing for the acquisition of the United Broadcasting name for itself on the high-yield advisory side, having worked on Corporation 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 PT strates 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 $200 Hong Kong, Indonesia, Kazakhstan, Kyrgyzstan, Taiwan, million non-cumulative guaranteed preference shares issued by Thailand, 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, and in 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 joint Bank, Deutsche Bank, JP Morgan Chase, Mizuho Corporate bookrunner, on the S$495 million ($305 million) IPO of Allco Bank, PT Bank Danamon Indonesia, PT Bumi Resources, The Commercial Real Estate Investment Trust on the SGX, which Royal 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 of Key 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 and 2007 EDITION
  • 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.
    Singapore 815 Milbank’s reputation for acting on complex deals has contin- Insolvency and restructuring – foreign ued. The firm has recently advised PT Lippo Karawaci, one of firms the largest property developers in Indonesia, in connection with its $250 million bond offering pursuant to Regulation S. Also in Recommended firms Indonesia, Milbank represented Credit Suisse First Boston and Tier 1 UBS as joint-lead managers in connection with the proposed Allen & Overy Shook Lin & Bok $325 million Regulation S subordinated debt offering by PT Shearman & Sterling Gadjah Tunggal. This was a highly successful Indonesian high- White & Case yield bond offering. On the equity side, meanwhile, the firm represented Camelot Tier 2 Information Systems, a holding company with subsidiaries Baker & McKenzie.Wong & Leow engaging in IT outsourcing operations in China, in connection Clifford Chance Wong with its $20 million Series A financing from Citigroup. Herbert Smith Latham & Watkins Key contact partner Linklaters Allen & Gledhill David Zemans Norton Rose Shearman & Sterling Shearman & Sterling Counsel 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 the capital markets success in Asia. The firm has been particularly region. Over the past 12 months, this has included representing active 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 resolve Rayong Refinery Public Company, one of Thailand’s leading oil a long-standing, high-profile default by the famous $2.9 billion refiners and a wholly-owned unit of government-controlled oil Dabhol power project in India. Shearman represented Banc of and gas company PPT. This was one of the largest IPOs ever out America Securities Asia as agent to the foreign bank lenders to of Thailand. Shearman also represented the underwriters, led by Dabhol Power Co, in the resolution of their claims against Deutsche Bank, JP Morgan, Merrill Lynch, Phatra Securities and Dabhol. SCB Securities, in connection with the $850 million Rule 144A and Regulation S IPO by Thai Beverage, the second-largest IPO Leading lawyer Key contact partner ever 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 & Case cipal amount of unregistered senior notes for a new issue of SEC- White & Case’s financial restructuring and insolvency group in registered 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 China Gail 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 Mehigan 2007 EDITION
  • 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.
    Singapore 817 leveraged 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, New million. 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 in David Zemans David Zemans the Paiton I power project in Indonesia. White & Case Leading lawyer Key contact partner White & Case has seven fee-earners in its M&A practice in Mark Nelson Mark Nelson Singapore. Barrye Wall runs the team, which has established a solid reputation and earned it a promotion in the rankings this Lovells Lee & Lee year. 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 clients some significant deals. For example, it has acted for the such as Wärtsilä Corporation, United Engineers, Wheelock Sampoerna 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 for and acted for GIC, one of the consortium members in the $1 bil- a South African and Australian consortium on its bid to acquire lion 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 to an 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 established lion, 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 partners Key contact partner Adrian Chan Barrye Wall Lun Chee Leong John Mollard Freshfields Drew & Napier Bruce Cooper and Yeelong Tan lead Freshfields Drew & Napier’s Norton Rose M&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 clients clients as Deutsche Bank, Total Oil Asia, Vitol Asia, Ashmore such as Axa Asia Pacific Holdings, Sampoerna Strategic and Investment 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 been include acting for Deutsche Bank and Ashmore Investment involved in include advising Renaissance Capital Asia on the Management on the $175 million acquisition of equity interests $3.25 billion acquisition of Bumi Resources’ thermal coal assets. in Spice Communications, advising Temasek Holdings on its The firm also acted for Axa on its joint-venture with Bharti divestment of a $100 million fund portfolio, representing Total Enterprises in a life insurance business in India called Bharti Axa Oil Asia on its proposal to acquire Shell Fiji, and advising Life Insurance Company – a strategically important first move Temasek Holdings on its $700 million acquisition of equity in into the Indian life insurance market for the Axa group the PT Chandra Asri Petochemicals complex in Indonesia. Among other highlights, the firm advised Macquarie on its agreement to acquire an equity interest in Changshu Xinghua Key contact partners Port, a multi-purpose cargo port located along the Yangtze River, Bruce Cooper and advised Telekom Malaysia on the acquisition of 49% equity Yeelong Tan interest in Spice Communications, one of the leading service providers of mobile telephony in Punjab, India. Latham & Watkins Mark Nelson has played a crucial role in helping Latham & Key contact partner Watkins win some key mandates out of its Singapore office this Christopher Moore year. For example, the firm advised PT Astratel Nusantara and Citigroup in relation to their acquisition from French company Skadden Arps Slate Meagher & Flom Suez Environnement of a 49% stake in PT Pam Lyonnaise Jaya, Skadden Arps Slate Meagher & Flom’s Singapore office, which the Indonesian company that operates the privatized municipal opened in 1995, is relatively small, but staffed with good lawyers water 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 Philippines. credit facilities made available to an affiliate of Colony Capital to 2007 EDITION
  • 14.
    818 Singapore Key work the firm has handled recently includes Colony Clifford Chance Wong Capital’s sale of a project to GIC Real Estate, a real estate invest- Clifford Chance Wong has also continued to dominate the pro- ment entity of the government of Singapore, in a transaction ject finance market, with Sam Bonifant and Russell Wells spear- reportedly valued at $876 million, acting for GIC Real Estate in heading the practice. relation to its $84 million private equity investment in Sunstone The firm played an important part of the landmark financing Hotel Investors, an owner and developer of upscale hotels, acting of the Nam Theun 2 hydropower project in the Lao PDR, which on InterGen’s acquisition via an auction by Ocean Star, report- apart from its great complexity was a major boost to the Lao edly valued at $1.8 billion, and advising on Pacific Century economy and was supported by multilaterals, commercial Group’s $140 million sale of Pacific Century Regional lenders, bilateral and developmental agencies and export credit Developments to TPGAxon Capital Management, a hedge fund agencies. managed by private equity firm Texas Pacific Group, and Clifford Chance’s Singapore projects team also acted for ABN Newbridge Capital Asia. Amro on a $400 million financing for Warid Telecom to be used to fund the expansion of its network in Pakistan, advised Key contact partner Bayerische HypoVereinsbank on a borrowing base facility for Alan Schiffman Lodore Resources, an oil and gas investment company, repre- sented International Power on the Tanjung Jati A power project in Indonesia, and acted for the Marubeni Corporation on the Sur desalination project in Oman. Among the year’s other highlights, the firm acted for the Project finance – foreign firms Oman Oil Company on the acquisition of an equity interest in an aromatics complex in Qingdao in the PRC, advised Santos on Recommended firms a borrowing base facility, and guided Star Energy through the Tier 1 financing of the expansion of the Wayang Windu geothermal Allen & Overy Shook Lin & Bok project in Indonesia. Clifford Chance Wong Leading lawyer Key contact partners Tier 2 Sam Bonifant Sam Bonifant Freshfields Drew & Napier Russell Wells Latham & Watkins Linklaters Allen & Gledhill Freshfields Drew & Napier Milbank Tweed Hadley & McCloy There has been some turnover in the project finance team at Shearman & Sterling Freshfields Drew & Napier this year, but mainly at associate level, White & Case leaving Bruce Cooper and Yeelong Tan to continue to push the firm forward with roles on some important transactions. Tier 3 For example, the firm acted on the $217.5 million limited- Baker & McKenzie.Wong & Leow recourse refinancing and restructuring of the 741MW Glow IPP Herbert Smith project in Thailand, sponsored by Suez Energy. This refinancing Lovells Lee & Lee involved the replacement of existing insured facilities with a con- Norton Rose solidated commercial bank loan facility. Freshfields also received instructions to advise on the limited- Allen & Overy Shook Lin & Bok recourse financing of a tungsten and fluorspar open-cut mine in Allen & Overy Shook Lin & Bok’s reign in the top-tier of the Vietnam, together with associated processing and transport infra- project finance rankings continues undisputed, particularly with structure, sponsored by Canadian company Tiberon Minerals, the expertise of Kayal Sachi in the ranks. The firm notched up acted on PT Trans Nusantara Multi Construction’s bid for phase another fantastic year, playing a key role, for example, on the II of the West Java gas pipeline project in south Sumatra, landmark $1.25 billion financing of the Nam Theun 2 Indonesia, and represented Mitsui & Co on the $650 million hydropower project in the Lao PDR, the largest project finance Gulf Power project in Thailand. undertaken in Laos and the largest privately-financed hydro pro- ject in the world. The deal was as complex as it was record-break- Leading lawyer Key contact partners ing, with an innovative reinsurance scheme, three political risk Bruce Cooper Bruce Cooper guarantee facilities and five different legal jurisdictions. Yeelong Tan The firm also advised the lenders on the structure of a $275 million loan to fund the acquisition of the Kangean gasfield in Latham & Watkins Indonesia from BP by Energi Mega Persada. With Joseph Bevash at the helm, Latham & Watkins continues to be a force in the Singaporean project finance market, which it Leading lawyer Key contact partners uses mainly as a base from which to advise on key financings Kayal Sachi Jaspar Gillal across the region and build on its track record. Kayal Sachi For example, in one standout mandate the firm is advising the Republic of Indonesia, acting through its new upstream imple- mentation agency BP Migas, in connection with the develop- ment and financing of a multi-billion US dollar greenfield lique- 2007 EDITION
  • 15.
    Singapore 819 fied natural gas (LNG) project in Papua. The overall project is Shearman & Sterling expected to cost around $5.2 billion including associated Though relatively small, Shearman & Sterling’s project finance upstream development, construction of the two LNG trains and practice – which is headed by Bill McCormack – is highly marine infrastructure to bring gas from an offshore field. The respected, and the team is often involved in many of the region’s $2.6 billion loan financing includes loans from JBIC, the Asian most complex deals. Its client list is also impressive, including the Development Bank and a group of commercial banks including Asian Development Bank, British Gas India, Petroliam Nasional, The Bank of Tokyo Mitsubishi UFJ, BNP Paribas, Fortis Bank, Shell Solar and HSBC. ING, Mizuho Corporate Bank, Sumitomo Mitsui Banking One of its landmark transactions this year was its role acting Corporation and Standard Chartered Bank. for the lenders in connection with a S$240 million ($145 mil- lion) project financing for the construction by Horizon Leading lawyer Key contact partner Singapore Terminals of an oil terminal on Jurong Island in Joseph Bevash Joseph Bevash Singapore. This was the first project financing for Emirates National Oil Company in Asia, and the first petroleum storage Linklaters Allen & Gledhill terminal project to be funded through a project finance facility. Martin David leads the nine-strong project finance team at The firm also represented the lenders in connection with a Linklaters Allen & Gledhill. The firm’s regionally focused project $753 million multi-sourced project financing for the develop- finance specialists have advised on some of Asia’s most significant ment by the Ratchaburi Power Company of 2x700MW gas-fired initiatives in infrastructure, telecommunications, energy and nat- power projects in Ratchaburi, Thailand. This was the last of the ural resources, and they have recently won new mandates from, 1995 Thai IPPs to reach financial close, but represented the first among others, the Pakistan government’s Private Power Thai IPP involving the JBIC as an original lender rather than a Investment Board on the development of three internationally refinancing lender. It was also the largest project financing in tendered IPPs (independent power projects) in Pakistan, the first Thailand in 2005. projects to be tendered on a competitive bid basis since the early 1990s. Leading lawyer Key contact partner The firm also won a role to advise the Asian Development Bill McCormack Bill McCormack Bank on the financing of Roshan Cellular in Afghanistan, acted for Ranhill Berhad on the acquisition and financing of the White & Case 600MW Masinloc coal-fired power plant in the Philippines, and The five-strong White & Case project finance team, which is run advised on a methanol project in Brunei being developed on a by Brian Miller, is consistently ranked among the better firms in limited-recourse basis, involving the negotiation of a long-term this area. The Singapore team is well-known for its expertise, and feedstock supply for the plant. as a result is frequently involved in some of the key deals in the region. Highlights include the firm’s role for the International Key contact partner Finance Corporation and the Metropolitan Cebu Water District Martin David in connection with the development of a concession agreement for the supply of potable water to Cebu City, Philippines. Milbank Tweed Hadley & McCloy White & Case has also worked on the Kaeng Khoi 2 power Milbank has always been renowned for its strong project finance project, representing the project borrower, the Gulf Power capabilities, led in Singapore by Gary Wigmore. The firm has Generation Company, and its parent company, Gulf Electric spent the past 12 months or so expanding the size of its team by Public Company, in relation to the $663 million project financ- four to five associates, bringing the number of fee-earners to 13. ing of a 1,468MW combined-cycle gas turbine power plant to be Clients that it considers key to its practice include Salamander constructed at Kaeng Khoi in Saraburi Province, Thailand – Energy, JBIC, Standard Chartered Bank and the Australia and marking an important milestone in Thailand’s power-sector New Zealand Banking Group. development strategy. Some of the firm’s key recent projects include representing The firm is also representing BP Berau and the other sponsors Credit Suisse in connection with a $50 million loan to PT as finance counsel in connection with the $2.6 billion financing Pertalahan Arnebatara Natuna, an Indonesian oil and gas com- of the Tangguh LNG project in Indonesia operated by BP. Its pany, to finance the development of the Udang field in client list for project finance work includes Edison Mission Indonesia. This deal involved significant structuring of the loan Energy, the International Finance Corporation and the Orix and security package to enable Credit Suisse to obtain compre- Corporation. hensive security but within the restrictions set forth in a produc- tion sharing contract of the borrower. Leading lawyers Key contact partner Milbank also acted for Keppel Energy, HSBC, ING, Calyon Margaret Cole Brian Miller and Sumitomo Mitsui Banking Corporation as lenders in con- Brian Miller nection with the S$525 million ($334 million) project financing of the proposed development, construction and operation of a Other notable firms 500MW gas-fired cogeneration project in Singapore. This was Herbert Smith can be happy with its performance in the project the first merchant power financing in Singapore’s recently estab- finance field in Singapore. Michelle Chen’s team has had a strong lished National Electricity Market. year, working on a number of significant projects and energy deals. Among the highlights, the team was kept busy advising on Leading lawyer Key contact partner the refinancing on the Laibin B power project, as well as advising David Zemans David Zemans on the proposed financing of the Torrent Power Project in India. 2007 EDITION
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    820 Singapore James Harris has overseen the expansion of Lovells Lee & Lee’s project finance practice in Singapore, welcoming four new faces to increase the size of the practice to 10 lawyers and work- ing for a number of choice clients such as Société Générale, HSBC, Keppel Energy and PricewaterhouseCoopers. In one key instruction, the firm acted for the Sumitomo Mitsui Banking Corporation, Standard Chartered Bank, DnB Bank and West LB on the financing of the first privately-owned and operated waste incineration plant in Singapore. The firm also advised the Australia and New Zealand Banking Group on a secured bor- rowing base facility over Indonesian oil and gas concessions. Norton Rose’s project finance practice in Singapore is run by Jeff Smith, who has seen some turnover in the team, including the departure of projects specialist Arman Galledari to Jones Day. But there are still seven fee-earners in the team, which counts Sampoerna Strategic, Babcock & Brown and PT Renaissance Capital Asia among its key clients. Some of the main deals for the firm include advising ANZ Investment Bank in respect of a $45 million limited-recourse project financing for a mobile offshore gas production unit positioned for service on the Maleo gas field in Indonesia, and advising Powertek on the project-related aspects of its acquisition of two large power projects in Egypt from EDF International. 2007 EDITION