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Chamber of commerce: Singapore International Chamber of Commerce 6 Raffles Quay 10-01 John Hancock Tower Singapore 048580 Tel: +65 6224 1255 Fax: +65 6224 2785 Email: [email protected] Web: Professional body: Law Society of Singapore 39 South Bridge Road Singapore 058673 Tel: +65 6538 2500 Fax: +65 6533 5700 Email: [email protected] Web:

Singapore's new Companies Act

Sophia Leong WongPartnership Singapore

The Companies (Amendment) Act 2005 (the Companies Act) came into effect on January 30 2006, implementing changes recommended by the Company Legislation and Regulatory Framework Committee (the CLRFC). The Companies Act aims to simplify business regulations, liberalize capital maintenance rules and streamline corporate regulatory practices in Singapore.

would require a notice of share capital reduction to be published in a national newspaper, while private companies have a choice whether to publish a notice in the newspaper or to disseminate a notice informing all their creditors. For the protection of creditors' interests, the proposed capital reduction can be challenged in open court. Liberalizing financial assistance restrictions The position that a company cannot give financial assistance for the acquisition or proposed acquisition of its or its holding company's shares has been liberalized. In essence, financial assistance is permitted if the amount of assistance is less than 10% of the paid-up capital and reserves of the company. Alternatively, it can be approved by a unanimous shareholders' resolution. In both instances the directors must make a solvency statement. For the second exception, all directors must also resolve that the assistance is in the company's best interests and that it also would be beneficial to those members not receiving the assistance. A third exception has also been introduced for representations, warranties and indemnities given by an issuer or vendor in good faith and in the ordinary course of commercial dealings, in the context of an offer to the public to subscribe for its shares. Share buyback regime Companies are now allowed to acquire their own shares, or redeem preference shares out of paid-up capital or profits, as long as the company is solvent. The test for solvency is different from other forms of capital reduction in that the company must be able to pay its debts in full at the time of the share buyback, be able to pay its 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 its liabilities (including contingent liabilities) after the share buyback payment.

Par value and authorized capital

Previously, all shares issued required a par value and could not be issued at a discount without the court's permission. Par value represented the permanent capital invested in a company and the amount a shareholder was statutorily required to pay for an issued share. Authorized capital denoted the maximum amount of share capital a company could allot under its memorandum of association. The CLRFC concluded that the calculation of paid-up share capital based on par value was no longer accurate. Investors and creditors now relied on measures such as earnings per share and net tangible asset backing to assess the creditworthiness of a company. Furthermore, the rule prohibiting shares to be issued at a discount prevented companies from raising funds when the market value of their shares fell below par value. The CLRFC concluded that a more meaningful measure was the total consideration paid for or payable on the shares, which included the nominal value and the share premium.

Reform of the capital maintenance regime

The capital maintenance regime has been relaxed considerably following amendments which include setting out an alternative capital reduction regime, liberalizing financial assistance restrictions and reforming the share buyback scheme to the Companies Act. Alternative capital reduction regime Previously, a company was required to obtain court approval before reducing its share capital. The CLRFC recommended an alternative process requiring only a special resolution from shareholders accompanied by a solvency statement. This solvency statement is issued by the directors declaring that the company is able to pay its debts as they fall due, and that the company's assets will exceed its liabilities after the reduction. Publicity requirements prescribed by the minister must also be complied with. For public companies, this

The concept of treasury shares

The previous regime required shares repurchased by a company to be cancelled. The introduction of treasury shares now allows repurchased or redeemed shares to be held in treasury without shareholders' approval. All voting rights and other rights (including dividends or other distribution of the company's assets) will be suspended as long as the shares are held as treasury shares. A company is, however, only permitted a maximum treasury shareholding of 10% of the total number of its shares (or particular class) at any time.





The Companies (Amendment) Act 2005 is a welcome step towards modernizing Singapore's company law and keeping pace with corporate developments in Singapore and overseas. The liberalization of the capital maintenance regime provides companies with the flexibility to devise appropriate capital structures best suited their needs at a lower cost. This allows the corporate form to maintain its competitiveness alongside new business associations such as limited liability partnerships and business trusts.

Insolvency and restructuring ­ local firms

Recommended firms Tier 1 Allen & Gledhill Rajah & Tann WongPartnership Tier 2 Drew & Napier Shook Lin & Bok

Banking ­ local firms

Recommended firms Tier 1 Allen & Gledhill Tier 2 Drew & Napier Shook Lin & Bok WongPartnership Tier 3 Colin Ng & Partners Rajah & Tann Stamford Law Corporation Tier 4 Arfat Selvam Alliance Khattar Wong & Partners Lee & Lee Venture Law Wong Tan & Molly Lim

Tier 3 Khattar Wong & Partners Stamford Law Corporation TSMP Law Corporation

Mergers and acquisitions ­ local firms

Recommended firms Tier 1 Allen & Gledhill WongPartnership Tier 2 Drew & Napier Rajah & Tann Stamford Law Corporation Tier 3 Arfat Selvam Alliance Colin Ng & Partners Shook Lin & Bok Tier 4 Khattar Wong & Partners Lee & Lee TSMP Law Corporation Wong Tan & Molly Lim

Capital markets ­ local firms

Recommended firms Tier 1 Allen & Gledhill WongPartnership Tier 2 Rajah & Tann Shook Lin & Bok Stamford Law Corporation Tier 3 Arfat Selvam Alliance Colin Ng & Partners Drew & Napier Tier 4 Khattar Wong & Partners Lee & Lee TSMP Law Corporation Venture Law

Allen & Gledhill

Allen & Gledhill continues to be a dominant force in the Singaporean legal market, again appearing in the top tier for each practice area covered. This is thanks to a good spread among the firm's 88 partners of very talented lawyers, many of which are among the jurisdiction's key legal personalities. Eugene Ooi leads the firm's banking team, which also includes the well-regarded Mark Hudspeth. Among the large and significant transactions the practice has recently been involved in was a £4.2 billion ($7.9 billion) acquisition financing co-arranged by the Royal Bank of Scotland for Kranji (Netherlands) Investments to finance its bid for the acquisition of P&O Ports. Another sizeable deal on which the firm acted was the S$1.56 billion ($990 million) loan to Orchard Turn Holdings to finance the development of a prime residentialcum-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



Authority of Singapore's September 2005 announcement allowing banks to offer such financing. The firm has also had a busy year advising on a range of financings of projects and plant facilities. Capital markets ­ including securitization ­ continues to be a key practice area for Allen & Gledhill under the leadership of Christina Ong. Since 2005, the firm has worked on some of the largest deals in Singapore, as well as several `firsts'. Of the more structured capital markets deals in the market, Allen & Gledhill acted on DBS Bank's issue of $900 million upper Tier II floatingrate subordinated notes. This was the first floating-rate subordinated note with a maturity of at least 10 years to be issued by an Asian (ex-Japan) bank. The firm also acted for SME CreditAssist and DBS Bank in an SME loan securitization, the first of its kind in Asia ex-Japan. On the debt side, the firm acted for the Hongkong Land Company in the issue of S$325 million guaranteed notes due 2010 and S$375 million guaranteed notes due 2015 by the Hongkong Land Treasury Services (Singapore). The firm can also count Temasek Financial I's debut issue of a $1.75 billion note issue in its portfolio, the first Asian global bond (ex-Japan) to attract the highest possible rating from Standard & Poor's and Moody's. Allen & Gledhill also played a role in the $1 billion global bond offering by Avago Technologies, the largest corporate high-yield bond offering out of Asia. The firm's tally of equity deals was again impressive. For example, it worked on SP AusNet's A$1.4 billion ($1.065 billion) IPO, Singapore's biggest offering in 2005 and the first IPO of a stapled securities and utility listing in Singapore. The firm also acted on the S$621 million IPO of STX Pan Ocean Co, marking the first South Korean company to list in Singapore, the S$803 million IPO of Macquarie International Infrastructure Fund, which created the first listed infrastructure fund in Singapore, and the IPO of Allco Commercial Real Estate Investment Trust, the first Australian property trust in Singapore with assets in both jurisdictions. Ronnie Quek leads the firm's highly rated insolvency and restructuring practice. An important recent deal included the S$9.4 billion corporate restructuring involving the transfer of both listed and unlisted companies and assets held by Singapore Technologies to Temasek Holdings. The team has also been acting for various creditors in relation to the China Aviation Oil insolvency, and also for Ernst & Young as the judicial managers for Citiraya Industries, a global waste recycling company embroiled in allegations of financial fraud and with debts to the tune of several hundred million dollars. Allen & Gledhill is also acting for Flextronics International Asia-Pacific in a claim against Delphi Automotive Systems Singapore in view of the insolvency and Chapter 11 protection proceedings in respect of Delphi Corporation in New York. The M&A team is led by Lucien Wong, one of the jurisdiction's biggest legal personalities, and also includes Lee Kim Shin, Andrew Lim and Lim Mei. Some of the significant transactions they have worked on recently include the sale of the hotel business of Raffles Holdings for S$1.72 billion, the largest M&A deal in Singapore in 2005, the acquisition by Tokio Marine & Nichido Fire Insurance Co of 14.74% of Asia General Holding, and the acquisition of Total Access Communication Public Company by Thai Telco Holdings and Telenor Asia for around $420 million.

Leading lawyers Mark Hudspeth Andrew Lim Eugene Ooi K Shanmugam Tan Tze Gay Lucien Wong

Key contact partners Eugene Ooi Lee Kim Shin Lucien Wong

Arfat Selvam Alliance

Arfat Selvam Alliance is a boutique corporate and financial services law firm specializing in M&A, takeovers, corporate finance, banking and securities, corporate real estate restructures, financial services, international joint ventures and Islamic finance. It has grown in key areas over the past 12 to 18 months as it looks to increase its profile in its core areas. In its banking team, which counts Citibank among its key clients, two arrivals have been Leon Yee as a partner from Herbert Smith in London in July 2005, and Markose Thomas as an associate from Colin Ng & Partners in March 2006. One recent deal the firm was especially proud of was its role advising Citicorp North America in relation to the $220 million second lien syndicated financing facility to the Quintiles group of companies in April 2006. The firm has also quickly developed its financial services regulatory practice, hiring Krishna Ramachandra from Clifford Chance in Singapore in September 2005 and Glen Koh from Herbert Smith in London in June 2006. Yee as also does regulatory work. One recent instruction was related to the ABF Singapore Bond Index Fund ­ Arfat Selvam advised DBS Bank as coordinator of the application for the listing of the first bond exchange tracker fund listed on the Singapore Exchange Securities Trading (SGX-ST). Ramachandra, Yee, Koh and Thomas can also lend a hand to the firm's capital markets practice, with the arrival of Jonathan Bett, an associate from Freshfields Bruckhaus Deringer in London, adding further depth to the team in April 2006. Among the firm's key clients in this practice are DBS Bank, Sical Logistics, Keppel Land, Keppel Corp, Jefferies & Co and British and Malayan Trustees. For example, on the debt side, it recently advised India-based Sical on the listing of $75 million zero coupon convertible bonds on the Singapore Exchange (SGX). Recent equity deals that Arfat Selvam has acted on include: the S$440 million ($280 million) K-Reit Asia, where the firm was counsel to the manager of K-Reit Asia, sponsored by Keppel Land; the dual $220 million US and Singapore listing of Omega Navigation, where Arfat Selvam acted for Jefferies & Co as global coordinator; and Allco Reit, with the firm advising British and Malayan Trustees as the trustee in relation to the S$321 million IPO on the SGX. M&A is another strong practice for the firm, which counts Robinson, Speedy-Tech, SembCorp, Heineken and Keppel Corp among its key clients. The firm recently advised Robinson in relation to the S$203 million disposal of a combined controlling stake of 38% owned by OCBC Bank and Great Eastern Holdings, as well as acting on a mandatory conditional cash offer to acquire all of the issued shares of Dragon Land by Keppel Land.

Key contact partners Lo Kim Seng Krishna Ramachandra Leon Yee




Colin Ng & Partners

Eighteen year-old Colin Ng & Partners has consistently been identified as a capable full-service law firm in Singapore. The firm employs more than 50 lawyers throughout the region ­ it has two offices in Singapore and offices in Beijing and Hong Kong. This helps it to work with multinational, Chinese and Singaporean enterprises in connection with their business operations and transactions in China and Singapore. Quek Li Fei leads the banking and finance group, which has nine fee-earners. Among its recent high-profile banking and finance transactions are its role acting for Allco on its S$40 million ($25 million) loan facility from National Australia Bank, secured on units in Allco Commercial Real Estate Investment Trust, and its work for Hagemeyer and its Singapore subsidiaries in refinancing and reducing their existing senior syndicated facility agreement and the associated security and guarantee requirements. Elaine Beh and Tan Min-Li run the firm's 29-strong corporate finance practice group, which does both debt and equity capital markets work. On the debt side, the firm was English-law counsel to Hong Leong Bank in connection with its issue of $200 million subordinated bonds. In terms of equity work, Colin Ng & Partners has chalked up several significant deals. These include advising Pintar Projek as manager of the first international Reit of Malaysian assets, valued at M$513 million ($136 million), and acting for Greek shipping group Omega Navigation in its move to be the first Greek company to be listed in both the US and Singapore. New common shares sold in this IPO fetched estimated net proceeds of S$220 million. The firm also advised Allco (Singapore) as manager, and the Allco Finance Group as sponsor, on the S$321 million IPO of Allco Commercial Reit, the first pan-Asian Reit to list on the SGX. Colin Ng & Partners' corporate and commercial practice ­ also run by Elaine Beh ­ has 30 fee-earners and has worked on some interesting deals recently. For example, it represented Caye Home Furnishings in the establishment of a second Sino-foreign equity joint venture with Mengnu Group in Zhejiang Province, China. The firm also acted for QAF in relation to its acquisition of a majority (51%) equity stake in Shaanxi Hengxing Fruit Juice Co for Rmb63.75 million ($8 million), advised the vendors in the S$53 million sale of TPA Private and certain of its subsidiaries and associated company, and acted for the joint venture comprising Lend Lease Singapore and a leading real estate private equity fund on the acquisition of the Paradiz Centre, a commercial property in the central business district of Singapore.

Leading lawyer Colin Ng Key contact partners Elaine Beh Colin Ng Quek Li Fei

ing for Bangkok Bank, as seller, in the sale of a loan to an Indonesian group with an outstanding principal amount of $97.75 million and a loan to an investment company with an outstanding principal amount of $45 million, and acting for OCBC and UOB as initial lenders in the granting of land and construction loans to a subsidiary of a major property developer to develop a large mixed development project. Its many other banking-related deals have included advice on various syndicated term loan and revolving credit facilities. The firm's strong banking practice opens many doors to restructuring and insolvency mandates. For example, it has acted for DBS Bank as initial lender, arranger and facility agent in the granting of S$70 million ($45 million)-worth of syndicated credit facilities to a public listed company in Singapore for the purpose of refinancing existing bank borrowings of its group, comprising companies in Singapore and Malaysia, and for working capital purposes. It has also advised on restructuring the private banking operations of a foreign bank with operations in Singapore and Hong Kong, and has assisted the Thakral Group of companies in the restructuring of the group's borrowings from banks and financial institutions, amounting to $450 million. In the capital markets field, the firm was involved in the establishment of ST Treasury Services' $500 million medium-term note (MTN) programme, the first debt programme established by the Singapore Technologies group of companies. Drew & Napier has been busy in particular on M&A work, including advising Satya Capital in the S$362 million sale of roughly 20% of the issued share capital of the Singapore Petroleum Company to China Aviation Oil, acting for Temasek Capital in its joint-venture and acquisition of a regional pharmaceutical business, acting for one of the bidders, up to final selection stage, for Raffles Holdings, and advising Osim International as the lead participant in a consortium that acquired Brookstone, a Nasdaq-listed company, for $445 million.

Leading lawyer Davinder Singh Key contact partners Gary Pryke Davinder Singh

Rajah & Tann

Rajah & Tann can boast a strong position in many practice areas in Singapore. It has added to its banking group over the past 12 months or so with some associate hires, and has a list of clients that includes Citibank, American Express Bank, DBS Bank and Standard Chartered Bank. Some of its recent transactions, all led by Soon Choo Hock, included acting for Asian Corporate Advisory on a term loan facility involving Multivision Intelligent Surveillance, working on a term loan facility for the purchase of the Raffles group of companies, and working on a term loan facility to Horizon Terminals for the construction of terminals on Jurong Island. David Yeow leads the firm's active financial services regulatory practice, which has worked closely with Man Financial, JP Morgan Chase, Merrill Lynch, UOB Kay Hian, Citigroup Global Markets, Kim Eng Securities, ABN Amro Futures and SGX. As well as acting for a large Indian group with respect to its application to establish an approved exchange for commodities trading in Singapore, the firm has advised the Phillip Securities Group of entities on the setting up of a market making private equity bilateral market for small and medium-sized enterprises, and also acted for Singapore Exchange Derivatives Clearing on 2007 EDITION

Drew & Napier

Drew & Napier, which also boasts a Shanghai office, has recently boosted its directorship with an additional five partners: Cheryl Tan, Adrian Tan, Valerie Tan, Lim Chong Kin and Julian Kwek. In addition, two deputy directors and seven associate directors have also been appointed, bringing the total number of fee-earners at the firm to 173. The banking and finance team has had a busy 12 months or so, working with clients such as the Bank of East Asia, OCBC, United Engineers and UOB. Some of the main deals include act-



physical delivery rules in conjunction with their joint venture with the Chicago Board of Trade. There has been some turnover in the firm's capital markets practice, with several associates starting at the firm and a few lawyers leaving, including two partners who moved in-house. Among recent work, the firm has been advising on Sing Investments & Finance's establishment of its S$300 million ($190 million) MTN programme, advising SPC in relation to its $184.4 million convertible bond issue, and acting for Japan Land in relation to its acquisition of around 68% of the capital of the Katsumi Housing Corporation, and the issue of convertible bonds. On the equity side the firm works with clients such as China Construction Bank, Gallant Venture, MediaCorp and Pearl Energy. One deal it acted on recently was for MediaCorp in its international placement of 128 million ordinary shares, comprising 6% of StarHub, for an aggregate offer size of S$246 million. The firm also acted for the global coordinator, joint-lead managers and bookrunners of Genting International's listing and quotation on the Main Board of the SGX-ST. The firm's restructuring expertise has seen it build a portfolio of clients such as Deloitte & Touche Financial Advisory Services, Ernst & Young, Standard Chartered Bank, OCBC, KPMG, PricewaterhouseCoopers and China Aviation Oil. Recent work includes acting for Singapore Telecommunications in the restructuring of its majority-owned subsidiary and underwater cable company C2C, acting for the 13 bank creditors of the Airocean Group, a public listed group, in a multi-million dollar debt restructuring exercise, advising seven local and foreign banks in the debt restructuring of Compact Metal Holdings, a Singaporelisted public company, and acting for the bank creditors in the multi-million dollar debt restructuring of Accord Customer Care Solutions, a public listed group, following the discovery of accounting fraud and the criminal prosecution of its senior management. Rajah & Tann's M&A practice has an impressive client list that includes Millennium & Copthorne Hong Leong Asia, GuocoLand, UOB Kay Hian, Singapore Petroleum Company, United Test and Assembly Center and Gallant Venture. This year it has acted for Multi-Fineline Electronics in relation to its preconditional voluntary general offer for MFS Technology, advised the SNP Corporation in relation to the disposal of its educational publishing units to Time Publishing, guided the OCBC Group through the divestment of 29.9% shares in Robinson and Company for S$203 million, and acted for Gallant Venture in relation to its purchase of Indonesian assets valued at S$1.2 billion from the SembCorp Industries Group, the Ascendas Group and the Salim Group in connection with Gallant's proposed listing on the SGX and a reverse takeover of public listed Alliance Technology & Development.

Leading lawyers Patrick Ang Steven Chong Goh Kian Hwee Lee Eng Beng Lionel Tay Key contact partners Patrick Ang Goh Kian Hwee Soon Choo Hock

ed practitioners in Singapore. The firm has a highly-regarded nine-strong banking group, which does both syndicated lending and financial services regulatory work for clients such as HSBC, Malayan Banking, DBS Bank, Standard Chartered Bank and Citibank. Some of the firm's most notable instructions of the past year include working on the S$323 million ($205 million) Sentosa Cove acquisition and development financing, acting for HSBC in the S$180 million Crown Prince Hotel acquisition financing, and advising on the S$133 million business financing package to Mohamed Mustafa & Samsuddin. The firm's capital markets practice comprises 30 fee-earners and works regularly for clients such as Phillip Securities, HL Bank and Genesis Capital. It has acted on a string of IPOs since mid-2005, including those for Memory Devices, Ntegrator International, China Wheel Holdings, China Lifestyle Food And Beverages Group, and Asia Silk Holdings. The firm also acted on the HK$1.986 billion secondary equity fund raising of Fortune Reit in mid-2005. Shook Lin & Bok also does a lot of debt work, especially for HSBC and DBS Bank. For example, it acted for DBS Bank on its $3 billion structured note programme, the first retail structured note programme in Singapore under the Securities and Futures Act, advised Merrill Lynch and Deutsche Bank as the initial purchasers in relation to the issue by ICICI Bank of $500 million fixed-rate notes, and guided HSBC and DBS Bank as joint-lead managers and underwriters through the Hong Kong Land Company's debut Singapore dollar-denominated bond issue. In terms of insolvency and restructuring, the firm's clients include DBS Bank, Malayan Banking and HSBC. In the matter of RBG Resources, the firm is acting for WestLB, the major creditor of an insolvent London metal trader, in the first case in Singapore to establish that the ring-fencing provisions of Singapore's insolvency laws do not apply to companies not registered locally under the Singapore Companies Act, thus permitting the Singapore liquidator to remit $10.5 million in net recoveries to the UK liquidator. In ongoing work, the firm is acting on the S$194 million restructuring of a listed company in Singapore, as well as on the S$59 million restructuring of Citiraya, representing DBS Bank as the largest creditor. The firm has also been busy on M&A deals of late, working with Morgan Stanley, Asia Food & Properties, HSBC, Jetstar Asia Airways and Qantas Airways. High-profile work has included structuring and setting up the $500 million China-India preIPO private equity fund, which will focus on the momentum in India and China, and working on the disposal and acquisition of the Asia Integrated Agri Resources Group. The firm also worked on the S$100 million Jetstar Asia-Valuair merger, the first consolidation in Asia's budget airline industry.

Leading lawyers Sarjit Singh Gill Philip Pillai Key contact partners Sarjit Singh Gill Philip Pillai

Stamford Law Corporation

Top local corporate lawyer Lee Suet Fern is one of the bestknown practitioners in Singapore, and has played a prominent role in driving Stamford Law Corporation's reputation forward. The firm's banking practice has grown recently with the hire of partner Calvin Cheong from Allen & Gledhill in April 2006,

Shook Lin & Bok

Sarjit Singh Gill and Philip Pillai are two of the leading personalities at Shook Lin & Bok, and among the most highly-respect2007 EDITION



and works for clients such as Commonwealth Bank of Australia, the Sumitomo Mitsui Banking Corporation, Calyon and the SMRT Corporation. The firm's portfolio includes representing an international bank on a $60 million term loan facility granted to Indonesian borrowers, acting for a top Singapore listed company on a $175 million syndicated loan, and advising a large Indonesian company in relation to a $25 million term loan facility. Equity capital markets is one of Stamford Law's core strengths, and the firm has bolstered its practice by hiring a couple of associates in recent months. Its client list includes Genting International, China Milk Products, JP Morgan Chase, China Fishery and Sunshine Holdings. Among the recent noteworthy deals it has worked on are the S$322 million ($205 million) IPO of Genting International, the S$133 million IPO of China Milk Products, the S$230 million IPO of Ascott Residence Trust and the S$21 million IPO of China Fishery. M&A, as with capital markets, is a particular area where the firm shines, working with key clients such as PT Adaro Indonesia, Noonday Asset Management, Sembcorp Logistics, HMS Capital and Orchard Maritime Logistics. Some of the deals it has worked on over the past 12 months or so include the S$919 million acquisition by Southern Bank of Asia General Holdings, Orchard Maritime Logistics' $70 million acquisition of all the coal-barging businesses and contracts owned by Orchard Maritime Services, and the Auric Pacific Group's acquisition of a 29.9% stake in the issued and paid-up capital of Robinsons from OCBC and its listed subsidiary Great Eastern Holding for $203 million. The two-partner restructuring practice has also been busy over the past 12 to 18 months, bagging mandates to advise on some noteworthy transactions such as the $1.4 billion APP China restructuring and the $5 billion APP Indonesia restructuring.

Leading lawyer Lee Suet Fern Key contact partners Lee Suet Fern Ng Joo Khin Yap Wai Ming

gy company in the Singapore restructuring of its capital, and representing the white-knight investor, listed Heshe Holdings, in its rescue of troubled Citiraya Industries. The M&A field is also an important area of strength for the firm, and more recently it has been busy on a number of domestic transactions, including the takeover of publicly listed Flextech Holdings by Asti Holdings by way of a share tender, and the takeover of publicly listed Green World Holdings by Advance SCT. International M&A mandates, meanwhile, have included roles acting as Singapore counsel on the acquisition of the Innovene Group by Ineos Holdings from British Petroleum, and on the disposal of the music publishing arm of an international media corporation.

Key contact partner Stefanie Yuen Thio


WongPartnership has continued to grow and fortify its already strong position in Singapore, where it also enjoys a joint law venture with Clifford Chance, called Clifford Chance Wong. The firm has increased its lawyer ranks by about 100% since 2001, and has taken on several corporate partners over the past 12 months or so ­ it now has roughly 55 partners and 80 associates. In addition, after opening an overseas office in Shanghai in May 2004, the firm has expanded its China presence and now houses six lawyers and three legal consultants there, supported by over 20 lawyers in the China practice team in Singapore. Its banking and finance track-record includes advising on S$1.56 billion ($990 million) term and revolving credit facilities to Orchard Turn Holding, the largest real estate financing deal in Singapore, acting for Tech Semiconductor Singapore in relation to its $400 million project finance facility, acting for Richmond Hotel and Tomlinson Hotel in relation to S$450 million-worth of project finance facilities for the development of the St Regis Hotel & Residences, and advising Ascott Residence Trust on its S$240 million multi-currency revolving credit facilities as part of the entire Reit exercise. The firm has also advised on a US dollardenominated facility granted to a public listed corporation for the financing of a clinker-grinder facility in China's Fujian province. WongPartnership excels when it comes to capital markets work. On the debt side the firm has had another busy year, acting for K-Reit Asia as the originator in its first commercial mortgage-backed securitization (CMBS) involving the establishment of a S$3 billion multi-currency secured MTN programme and the issue of 94.5 million ($121 million) secured floating-rate notes This was the first CMBS out of Singapore to be listed on the Irish Stock Exchange. The firm also acted as counsel to Goldman Sachs on Chartered Semiconductor Manufacturing's $300 million senior note issue, advised the National University of Singapore in relation to the establishment of a S$1 billion multi-currency MTN programme, and acted for the Standards Productivity and Innovation Board of Singapore in the first rated SME loan securitization in south-east Asia. The firm has also been busy on equity deals. Among the highlights, it acted on Banyan Tree Holdings' S$424 million IPO and for the Ascott Group and Ascott Residence Trust Management as manager of a S$209 million Reit, which, among other firsts, was the first-ever pan-Asian Reit. WongPartnership also served as counsel to DBS Bank, Morgan Stanley and UBS in the IPO of 2007 EDITION

TSMP Law Corporation

On the back of overall positive market sentiment in Singapore and growing investor confidence in the region, TSMP Law Corporation has had an eventful and encouraging last 12 to 18 months. This is reflected in the list of the firm's multinational clients ­ which includes such entities as IBM Singapore, Lenovo Singapore, Cisco Systems, Emerson, Manulife, Hitachi Global Storage Technologies, Citibank and Nokia ­ as well as Singaporelisted companies and other institutions such as UOB, OCBC, the Lippo Group and Flextech Holdings. The firm has continued to reinforce its capital markets strengths of late. With a slew of IPOs being pushed out to market, especially in 2006 when the stock market was particularly buoyant, TSMP was involved in Omega Navigation Enterprises' $200 million deal and Jiutian Chemical's IPO, as well as IPOs in the shipping, transportation and logistics, and consumer electronics sectors. The firm has also been involved in several restructurings. For example, it has been advising on the Singapore restructuring of a multinational oil company, acting for an international technolo-



stapled securities by SP AusNet, with gross proceeds of around S$1.7 billion, represented MM Prime Real Estate Investment Trust in its S$570 million IPO, and acted for STX Pan Ocean Co in the deal that saw the company become the first from South Korea to be listed in Singapore. The M&A practice group has also earned a top-tier ranking for its roles on several landmark deals. For example, the firm has been acting for Overseas Union Enterprise in relation to the mandatory unconditional cash offer made by BNP Paribas Peregrine for and on behalf of Lippo Property Investment 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. Other key recent deals for the firm include its roles acting for Toll Holdings in its voluntary general offer for SembCorp Logistics, advising Goldman Sachs in relation to the mandatory unconditional cash offer by Thai Telco Holdings for Telenor Asia, and representing Avago Technologies on all Singaporean law aspects of its acquisition of Agilent Technologies. Insolvency and restructuring is another strategically important part of WongPartnership's services, and it has had important roles on several matters this year, including advising SGX-listed Accord Customer Care Solutions on an investigation into alleged overstatement of revenues, among other things. The firm is also providing ongoing advice on the debt restructuring of China Aviation Oil, advising existing lenders under a $160 million syndicate loan agreement with the company, and has acted for Airocean, a Singapore-listed entity, in a high-profile insolvency and corporate takeover battle.

Leading lawyers Dilhan Pillay Sandrasegara Alvin Yeo Key contact partners Rachel Eng Dilah Pillay Sandrasegara Sean Chou Yu

Wong Tan & Molly Lim's base of banking and financial institution clients include American Express Bank, Standard Bank, the Royal Bank of Scotland and the Sumitomo Mitsui Banking Corporation, while its equally impressive corporate clients include Chevron Texaco, the Danone Group, the Toyota Industries Corporation, Dresser, Infineon, Mastercard Asia Pacific and Singapore Power.

Key contact partnerr Sunny Wong

Banking ­ foreign firms

Recommended firms Tier 1 Allen & Overy Shook Lin & Bok Clifford Chance Wong Linklaters Allen & Gledhill Tier 2 Lovells Lee & Lee Milbank Tweed Hadley & McCloy Tier 3 Baker & McKenzie.Wong & Leow Herbert Smith Latham & Watkins Norton Rose White & Case

Allen & Overy Shook Lin & Bok

Allen & Overy Shook Lin & Bok continues to be recognised for having a pre-eminent banking practice in the region, including in Singapore where it draws on the experience and skills from the two joint venture firms. Over the past 12 months the firm has focused across Asia on adapting its banking and finance practice to meet the needs of clients; this has included setting up a derivatives and structured finance team in early 2006 with lawyers from its capital markets and banking groups. In more traditional banking work, the Singapore team served as English-law counsel to the lenders on the 465 million ($595 million) facility agreement for Suzlon Energy, an Indian wind turbine maker, in relation to the financing of the acquisition of Belgium-based Hansen Transmissions. Allen & Overy also advised the lead arranger and facility agent in connection with the $950 million of acquisition financing ­ pursuant to the $600 million senior financing and $353 million mezzanine financing ­ for the purchase of PT Adaro Indonesia, the largest open pit coal mine in Indonesia and its related operating companies. In mid-2005, the firm worked on the $385 million refinancing for PT Kaltim Prima Coal, acting as international counsel to Credit Suisse First Boston.

Leading lawyers John Richards Moira Taylor Key contact partners John Richards Kayal Sachi Moira Taylor

Wong Tan & Molly Lim

Boutique corporate firm Wong Tan & Molly Lim was founded in 1987 and has since developed a solid client base and track record of corporate, M&A and banking work, led by name partner Sunny Wong. The firm's recent banking performance has seen it advise an international company in relation to a A$500 million ($380 million) credit facility and a A$106 million credit facility to a Singapore government-owned entity to finance the acquisition of prime commercial properties in Sydney, Australia, and act as Singapore counsel in relation to a $70 million credit facility extended by a Singapore government corporation to a co-investor in connection with an acquisition of shares in an Indonesian conglomerate. The firm generally advises on various multi-currency term loan and secured facilities. The firm's high-profile corporate finance and M&A mandates over the past 12 to 18 months have included acting for a Singapore-listed company in negotiating and finalizing contractmanufacturing arrangements with a South Korean corporation for the production of telecom products, acting for the owners and operators of a large retail and department store chain in China in its purchase of a department store in Singapore, and advising on the SGX IPOs of several companies.




Clifford Chance Wong

Out of its Singapore office, Clifford Chance Wong benefits from the expertise of Russell Wells, Andrew Gambarini and Sam Bonifant in advising international lending syndicates on a wide range of banking transactions across the region. The firm has again earned top-tier status for its banking work, helped by being involved in many groundbreaking and high-profile transactions. Its key product areas include acquisition and leveraged financing, syndicated lending, property finance and general bank advisory work. The firm also continues to be the principal legal counsel to the Asia Pacific Loan Market Association, and key regional clients include Citigroup, JP Morgan, DBS, Credit Suisse, Calyon and HSBC. In terms of acquisition financing in Singapore, Clifford Chance Wong has advised HSBC on a $215 million facility for the acquisition by San Miguel of Del Monte Foods, acted for Credit Suisse in relation to a $60 million structured financing for a Bermuda corporation, and represented DBS in relation to a HK$4 billion ($515 million) financing for PSA (Singapore Ports Authority). The practice has also been busy in Indonesia on various mandates, including an acquisition financing in which it advised Citigroup in its capacity as mezzanine lender in the acquisition financing of PT Adaro, one of the largest coal suppliers in Indonesia. Also in Indonesia, the firm has advised ABN Amro on a Finnish Export Credit-backed financing for PT Indosat TBK, the Indonesian telecommunications company, and acted for Titan Petrochemicals on the acquisition financing and debt restructuring of the Indonesian petrochemicals company, PT Petrokimia Nusantara Interindo.

Leading lawyer Sam Bonifant Key contact partners Sam Bonifant Russell Wells

In Indonesia, the firm has acted for the lenders in relation to various deals such as the leveraged acquisition of three palm oil plantation companies, involving an innovative structure with a senior debt facility, subordinated debt facility and a convertible junior debt facility, the $140 million term and revolving facilities in favour of PT United Tractors guaranteed by UT Heavy Industry, and the secured $110 million term loan facility for a corporate in the paper industry. In Singapore, Linklaters advised the arrangers of various term loan facilities for PSA International, the Singapore governmentowned port operator, to buy a 20% stake in Hutchison Port Holdings and Hutchison Ports Investments.

Leading lawyer Philip Badge Key contact partners Philip Badge Martin David Kevin Wong

Lovells Lee & Lee

Andrew Taylor and Louise Tan lead the banking team at Lovells Lee & Lee, which has grown by recruiting several lawyers from a mix of rival firms. Some of the firm's key clients include Standard Chartered Bank, Stemcor, RZB, ICICI Bank and Commonwealth Bank of Australia. Taylor has been particularly dynamic over the past 12 months or so, leading transactions such as the highly structured $42 million loan facility for PT Moeladi in Indonesia, the structured $72 million loan facility for FSW in Indonesia, the $300 million equivalent yen-denominated loan facility to ICICI Bank in India, and the three-year $75 million syndicated facility for the India Fertilisers Farmers Cooperative.

Key contact partners Louise Tan Andrew Taylor

Linklaters Allen & Gledhill

Under the guidance of Philip Badge, the nine fee-earners in Linklaters Allen & Gledhill's banking team continue to win roles on some of the most significant local and regional transactions around. The past 12 months or so has seen the practice develop even further with the arrival of Fiona Gray from Linklaters in London and also Sonali Mahapatra. The firm is proud to boast about being engaged by every significant bank in Singapore and the region, helping the geographical spread of its work to markets such as India, Indonesia and Malaysia. Work in India, for example, has included advising Suzlon Energy in relation to the finance of the acquisition of Belgian wind-turbine gearboxes, advising ICICI Bank on the financing for the acquisition by the United Breweries Group of the Shaw Wallace liquor business, advising Matrix Laboratories on its acquisition of a Belgian-listed pharmaceutical company ­ the largest loan for an Asian pharmaceutical company and the first acquisition financing for an Indian pharmaceutical company since 2000, and advising various financial institutions in relation to syndicated facilities to major Indian corporates including Reliance Industries, Reliance Infocomm, Reliance Energy, Tata Steel, Tata Technologies, the Indian Petrochemicals Corporation, the VSNL Group, Bharti Tele-Ventures, Sterlite Industries and the Jindal Group.

Milbank Tweed Hadley & McCloy

David Zemans heads Milbank's Singapore banking practice, which has a very regional focus. He has grown it over the past 12 months by adding three associates, and the now eight-strong group counts Standard Chartered Bank, DBS Bank and TM International among it key clients. Some of its more memorable deals have included representing Standard Chartered Bank in the refinancing of $58 million of existing secured bank debt of PT Petrokimia Nusantara Interindo in connection with its 100% acquisition by Titan Petchem, acting for DBS Bank in connection with the $120 million refinancing of Metalform's outstanding indebtedness, and advising TM International in a financing by Spice Communications of India to repay all its existing indebtedness and finance new capital expenditure. Milbank has also represented a consortium of international investors, as owners of PT Adaro Indonesia, in connection with the refinancing of $600 million of debt, the structure of which featured a sophisticated cashflow waterfall mechanism and priority arrangements between bank, notes and mezzanine facilities.

Leading lawyer David Zemans Key contact partner David Zemans




Herbert Smith

Herbert Smith's Singapore banking and finance team, led by Michelle Chen, has worked on a number of significant transactions over the past 12 months, especially with an Indonesian and Indian focus. The team continues to be instructed by the Asian Development Bank (ADB), and some leading Japanese corporations. The past 12 months has seen new clients added and large acquisition finance deals completed, including advising a large Japanese corporation on the divestiture of its interests in a petrochemical project and acquisition of a majority interest in a paper mill, in a highly complex transaction which also involved a series of debt restructurings and exchange bonds. The team was also instructed by VSNL and Videsh Sanchar Nigam, an Indian telecommunications company originating from India, on the financing for VSNL's acquisition of Teleglobe International Holdings. Work for the ADB, meanwhile, has included advising on its standard form term loan agreement and on the restructuring of certain of its loans to an Indonesian company.

Key contact partner Michelle Chen

Capital markets ­ foreign firms

Recommended firms Tier 1 Clifford Chance Wong Linklaters Allen & Gledhill Tier 2 Allen & Overy Shook Lin & Bok Latham & Watkins Tier 3 Herbert Smith Lovells Lee & Lee Milbank Tweed Hadley & McCloy Shearman & Sterling Tier 4 Sidley Austin Skadden Arps Slate Meagher & Flom

Clifford Chance Wong

Clifford Chance Wong remains in the top-tier for capital markets work, with Crawford Brickley as the highly-regarded figurehead for a team that handles some of the more complex transactions going. In the debt markets, the firm's deal tally includes advising Commonwealth Bank of Australia and HSBC on a high-yield note offering by Leighton Holdings, Australia's largest contracting and project development group. Indeed, the firm has built a name for itself on the high-yield advisory side, having worked on several deals in the region, including in Malaysia and Indonesia. In the latter, the firm served as counsel to Lehman Brothers as underwriters on a $150 million high-yield bond issue for PT Davomas Abadi. The firm was also the issuer's English-law counsel on the $200 million non-cumulative guaranteed preference shares issued by the SBB Capital Corporation, which benefited from a subordinated guarantee from Southern Bank. Clifford Chance is rarely lacking in top equity mandates, and the past year has been no exception. In Singapore the firm acted for Credit Suisse as sole global coordinator, and DBS as joint bookrunner, on the S$495 million ($305 million) IPO of Allco Commercial Real Estate Investment Trust on the SGX, which was Asia's first IPO of a cross-border Reit. Other noteworthy deals included advising Banyan Tree Holdings on its IPO, acting for Macquarie Bank on the IPO of PT Central Proteinaprima, an Indonesian shrimp farm business, and representing Titan Chemicals on its $200 million IPO, the largest in Malaysia in 2005.

Leading lawyer Crawford Brickley Key contact partner Crawford Brickley

White & Case

Bertie Mehigan leads White & Case's banking and finance practice in Singapore, where he is accompanied by eight associates. Mehigan has raised his profile in the banking sector in Singapore and across the Asia-Pacific region over the past 12 months by taking the lead on several important financings, including the $291 million financing for the acquisition of the United Broadcasting Corporation and banking transactions for PT Bank Danamon Indonesia and the Sumitomo Mitsui Banking Corporation. The type of the work the group has advised on also demonstrates the cross-border nature of the practice. The firm's Singapore team has advised on matters in Bangladesh, China, Hong Kong, Indonesia, Kazakhstan, Kyrgyzstan, Taiwan, Thailand, Uzbekistan and Vietnam. For example, White & Case represented PT Bumi Resources and Indocoal Exports in connection with the issuance of $800 million structured export notes in a private placement to Credit Suisse. The firm's client list includes Calyon, the China Development Bank, Deutsche Bank, JP Morgan Chase, Mizuho Corporate Bank, PT Bank Danamon Indonesia, PT Bumi Resources, The Royal Bank of Scotland, Sumitomo Mitsui Banking Corporation and UOB.

Key contact partner Bertie Mehigan

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 markets 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



Malaysia. Such a performance guarantees the firm's top-tier ranking again. In Singapore, the firm advised on the establishment of a $5 billion MTN programme for Temasek and the first drawdown under the programme ­ a $1.75 billion offering that was the largest offshore bond offering from Singapore and the largest in Asia since 2003. Highlights in Malaysia included working on the $1 billion debt offering by Penerbangan Malaysia, Malaysia's largest bond offering to date, advising on the first hybrid Tier I capital offering in Malaysia (the issue of non-cumulative guaranteed preference shares by Southern Bank), and acting on the $200 million IPO by Titan Chemicals, the largest integrated olefins and polyolefins producer in Malaysia. And in Indonesia, the firm acted on the $205 million exchangeable securities offering by Willow Finance, which was the first secured exchangeable bond from Indonesia to feature a non-recourse orphan special purpose vehicle issuer, allowing the issuer to enter into derivatives transactions in relation to the underlying shares, and advised on PT Berlian Laju Tanker's convertible bond offering, the first public convertible bond offering out of Indonesia since the 1998 financial crisis.

Leading lawyer Kevin Wong Key contact partner Kevin Wong

writers in connection with the $1.75 billion combined offering comprising $498 million of American depositary shares, including a Japanese public offering without listing, and a $1.25 billion offering of equity shares, by ICICI Bank. Also in India, the firm advised Indian outsourcing specialist WNS on its $255 million US IPO, as well as acting for the joint global coordinators and bookrunners in connection with the $1.02 billion sponsored offering of American Depositary Shares by Infosys Technologies. Latham has also recently advised on Asia's first hotel Reit offering, acting as international transaction counsel in connection with the $222 million IPO of stapled securities in CDL Hospitality Trusts, a stapled group comprising CDL Hospitality Real Estate Investment Trust and CDL Hospitality Business Trust. The Singapore team has also acted for Chartered Semiconductor Manufacturing on its $925 million concurrent offering.

Leading lawyer Michael Sturrock Key contact partner Michael Sturrock

Herbert Smith

Herbert Smith's Singapore office has strengthened its capital markets position by adding Nick Buford, a US-capital markets specialist with a lot of experience in the Indian market. The firm expects to continue to build its capital markets practice further over the next 12 months, with a likely increase in activity from Indonesia and greater execution out of Singapore on Indian capital markets transactions. A significant equity-side appointment for the firm was its role serving as international counsel for the global coordinator and lead manager of one of the first international Indonesian IPOs since 2003. Among the year's other recent deals, the firm advised Sumitomo Corporation Capital Asia on its accession to, and continued involvement in, the group $3 billion EMTN programme guaranteed by the Sumitomo Corporation.

Key contact partners Michelle Chen Veronica O'Shea

Allen & Overy Shook Lin & Bok

Allen & Overy Shook Lin & Bok's Singapore capital markets practice always ranks highly, and deservedly so. For example, the firm was counsel to CIMB, Deutsche Bank Securities and Morgan Stanley as initial purchasers on the $1 billion guaranteed note issue by Penerbangan Malaysia earlier in 2006. This was the issuer's inaugural foray into the international bond market. On the equity side, the firm advised on Malaysia's largest Reit, involving the IPO of 509.6 million units of the Starhill Real Estate Investment Trust. One of Allen & Overy's core strengths lies in its structuring capabilities, and it has acted on several key deals for DBS, including the first retail offering of collateralized debt obligations (CDOs). The firm continues to serve as south-east Asian counsel to the International Swaps and Derivatives Association (ISDA), with members of the firm's derivatives group also sitting on the ISDA Asia-Pacific Asian Steering Committee, the ISDA AsiaPacific legal sub-committees and the ISDA Asia-Pacific collateral committee.

Leading lawyers Kenneth Aboud Jeremy Stoupas Key contact partners Kenneth Aboud Jeremy Stoupas

Lovells Lee & Lee

Andrew Taylor leads the capital markets group at Lovells Lee & Lee, which works for clients such as Bank of New York, Standard Chartered Bank and Prime Partners. On the firm's recent deal list are roles advising on a convertible bond issue by way of rights issue, a $100 million issue by SGX-listed Chip Eng Seng under its MTN programme, the $200 million issue of Tier I non-cumulative step-up callable perpetual securities by the Development Bank of the Philippines, and a $50 million foreign currency convertible bond issue listed on SGX.

Key contact partner Andrew Taylor

Latham & Watkins

Latham & Watkins' capital markets achievements over the past 12 months ­ driven largely by Michael Sturrock and Mark Nelson ­ have rightly earned the firm its highly-ranked status in Singapore. The firm has concentrated on developing a strong regional focus, and its success in achieving this is reflected in its recent deal activity. For example, the firm has represented Goldman Sachs and JP Morgan as underwriters in a $400 million secured high-yield bond offering by Adaro Finance in Indonesia. India is also a key market for the firm, as shown by its role acting for the under-

Milbank Tweed Hadley & McCloy

Milbank's capital markets focus spans the region, with David Zemans leading the way in Singapore. About 10 associates have been added to the practice over the past 12 to 18 months, indicating the importance of growing this part of the firm's service to clients. 2007 EDITION



Milbank's reputation for acting on complex deals has continued. The firm has recently advised PT Lippo Karawaci, one of the largest property developers in Indonesia, in connection with its $250 million bond offering pursuant to Regulation S. Also in Indonesia, Milbank represented Credit Suisse First Boston and UBS as joint-lead managers in connection with the proposed $325 million Regulation S subordinated debt offering by PT Gadjah Tunggal. This was a highly successful Indonesian highyield bond offering. On the equity side, meanwhile, the firm represented Camelot Information Systems, a holding company with subsidiaries engaging in IT outsourcing operations in China, in connection with its $20 million Series A financing from Citigroup.

Key contact partner David Zemans

Insolvency and restructuring ­ foreign firms

Recommended firms Tier 1 Allen & Overy Shook Lin & Bok Shearman & Sterling White & Case Tier 2 Baker & McKenzie.Wong & Leow Clifford Chance Wong Herbert Smith Latham & Watkins Linklaters Allen & Gledhill Norton Rose

Shearman & Sterling

Counsel Gail Ong is recognized for helping Shearman & Sterling's Singapore office continue the firm's good reputation for capital markets success in Asia. The firm has been particularly active on the equity side over recent months in south-east Asia. For example, it represented Merrill Lynch and Morgan Stanley in the Rule 144A/Regulation S $650 million IPO of Rayong Refinery Public Company, one of Thailand's leading oil refiners and a wholly-owned unit of government-controlled oil and gas company PPT. This was one of the largest IPOs ever out of Thailand. Shearman also represented the underwriters, led by Deutsche Bank, JP Morgan, Merrill Lynch, Phatra Securities and SCB Securities, in connection with the $850 million Rule 144A and Regulation S IPO by Thai Beverage, the second-largest IPO ever in Singapore. On the debt side, the firm represented Stats ChipPac in mid2005 in relation to its offer to exchange up to $215 million principal amount of unregistered senior notes for a new issue of SECregistered senior notes. This transaction was the first global highyield bond offering by a sub-investment grade Singapore issuer.

Key contact counsel Gail Ong

Shearman & Sterling

Sandor Schick runs Shearman & Sterling's restructuring practice, which is often involved in some of the highest-profile deals in the region. Over the past 12 months, this has included representing an export credit agency, as a major creditor of Garuda airlines of Indonesia, in the restructuring of Garuda Airlines. The firm was also involved in the sale of bank debt to resolve a long-standing, high-profile default by the famous $2.9 billion Dabhol power project in India. Shearman represented Banc of America Securities Asia as agent to the foreign bank lenders to Dabhol Power Co, in the resolution of their claims against Dabhol.

Leading lawyer Sandor Schick Key contact partner Bill McCormack

White & Case

White & Case's financial restructuring and insolvency group in Singapore quite rightly earns a top-tier ranking under the leadership of Bertie Mehigan. Mehigan has continued to advise the Asia Pulp & Paper Group with respect to the worldwide restructuring of around $14 billion in debt, focusing on the China 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 creditors, acting for SingTel in the restructuring of C2C, a submarine cable unit, and advising members of the Sinar Mas Group in relation 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 Bertie Mehigan Key contact partner Bertie Mehigan




Mergers and acquisitions ­ foreign firms

Recommended firms Tier 1 Clifford Chance Wong Linklaters Allen & Gledhill Tier 2 Allen & Overy Shook Lin & Bok Herbert Smith Milbank Tweed Hadley & McCloy White & Case Tier 3 Baker & McKenzie.Wong & Leow Freshfields Drew & Napier Latham & Watkins Lovells Lee & Lee Norton Rose Skadden Arps Slate Meagher & Flom

Standard Chartered showed Linklaters' regulatory and transactional capabilities, as well as endurance ­ teams in Singapore, London and Hong Kong worked effectively around the clock to get the deal closed in just two weeks. Standard Chartered's dual listing also created an interesting interplay between the London and Hong Kong disclosure requirements and Takeover Codes.

Leading lawyer Richard Good Key contact partner Richard Good

Herbert Smith

Herbert Smith's south-east Asian corporate practice has certainly benefited from the significant upturn in cross-border activity in the Asian M&A markets witnessed over the past couple of years, and the firm's Singapore office has bagged some plum roles on some key deals. The firm is expecting to see increased M&A activity in Vietnam, Indonesia and India, involving execution out of Singapore. The addition of US associate Nick Buford to the Singapore team will provide further resources on the corporate side. Highlights over the past 12 months or so include representing Telekom Malaysia on the disposal of its investment in the Ghana Telecommunications Company as part of the successful settlement of its dispute with the government of Ghana (on which Herbert Smith's Singapore and London offices were also advising), and closing Thai oil and gas company PTT Exploration & Production Public Company's disposal of its Indonesian interests in PT Medco. The firm has also advising on and coordinating the south-east Asian aspects of a number of large global deals, including Swiss Re's ongoing acquisition of GE's global reinsurance business, and representing leading Indian telecoms company, Videsh Sanchar Nigam, on the south-east Asian aspects of its acquisition of the Tyco Global Network and more recently on its acquisition of Teleglobe International Holdings. Key clients for the firm include Diageo, Sofa Brands International, Telekom Malaysia and PTT Exploration & Production Public Company.

Key contact partner Veronica O'Shea

Clifford Chance Wong

Clifford Chance Wong once again wins its spot at the top of the M&A rankings in Singapore, the well-regarded Philip Rapp leading the team's efforts on some of the trickiest and most precedent-setting deals around. Among work the firm has been involved in over the past 12 to 18 months, the firm acted for Toll Holdings on the voluntary conditional cash offer by its wholly owned subsidiary, Toll (Asia), for all the remaining shares in SembCorp Logistics. The firm also had a role on the Tepco/Paiton I acquisition financing (part II), as well as acting as English-law counsel to Pacific Bangladesh Telecom and Pacific Motors on the acquisition by SingTel Asia Pacific Investments of a 45% stake in Pacific Bangladesh Telecom for $183 million. Complicated refinancing issues had to be resolved before the acquisition could complete. In the private equity arena, meanwhile, Clifford Chance acted for the Government of Singapore Investment Corp (GIC) on its investment in a Chinese manufacturing company.

Leading lawyer Philip Rapp Key contact partner Philip Rapp

Milbank Tweed Hadley & McCloy

Under the leadership of David Zemans, Milbank has made a bold step in the right direction with its Singapore corporate finance/M&A team, hiring close to a dozen new associates over the past 12 months. Two of the firm's key clients are Tokyo Electric Power Company and Salamander Energy. Among the complex transactions that the firm has advised on are the Tepco/Paiton I acquisition financing, where Milbank represented the Tokyo Electric Power Company in relation to its acquisition of a 14% equity interest in the Paiton I power project in Indonesia from General Electric and Transcanada, and the part two of the Tepco/Paiton I acquisition financing, where Milbank represented Tepco when it acquired a 15% equity interest in PT IPM Operation and Maintenance Indonesia from IPM Asia. The firm has also acted for Salamander Salamander Energy (Thailand) as purchaser in the acquisition of shares of Bontang Exploration Company, a Singaporean oil & gas company, from Capitalrealm Enterprises. Furthermore, Milbank represented the purchasers of Indonesia's largest coal mine in a $950 million 2007 EDITION

Linklaters Allen & Gledhill

Richard Good spearheads Linklaters Allen & Gledhill's fivestrong corporate and M&A practice in Singapore. The team has again had a groundbreaking year, keeping it alongside Clifford Chance in the top tier. In particular, the firm advised Temasek on its acquisition of a stake in Standard Chartered, acted for Khazanah Nasional on its acquisition of Indonesia's ninth-largest bank (PT Bank Lippo), and guided SingTel through its acquisition of a 45% stake in Pacific Bangladesh Telecom. The firm also acted for SingTel on its unsuccessful bid to acquire Pakistan Telecommunications Company, the country's largest phone service provider, from the Pakistan government. The $565 million Khazanah acquisition of PT Bank Lippo was the first significant acquisition of an Indonesian bank since the completion of the Indonesian government's bank privatization programme. Temasek's acquisition of an 11.5% stake in



leveraged buyout, setting a benchmark for the Indonesian market. Also in Indonesia, the firm acted for Farallon Capital in connection with the purchase of the Crowne Prince Hotel for $180 million.

Leading lawyer David Zemans Key contact partner David Zemans

finance its acquisition of the hotel business of Raffles Holdings. The deal was highly complex and spanned multiple jurisdictions, requiring a lot of coordination between the firm's Singapore, New York, Hong Kong, German, Tokyo and Los Angeles offices. Lastly, the firm was also involved in the Tepco/Paiton acquisition financing, which enabled Tepco to buy a minority stake in the Paiton I power project in Indonesia.

Leading lawyer Mark Nelson Key contact partner Mark Nelson

White & Case

White & Case has seven fee-earners in its M&A practice in Singapore. Barrye Wall runs the team, which has established a solid reputation and earned it a promotion in the rankings this year. Over the past 12 months or so, the firm has been busy on some significant deals. For example, it has acted for the Sampoerna Group in its acquisition of a 42.6% interest in SGSS Forest Products for an aggregate consideration of $50 million, and acted for GIC, one of the consortium members in the $1 billion leveraged buyout (LBO) of PT Adaro, Indonesia's largest coal mine, in what was a complicated cross-border LBO. White & Case also represented Colony Capital in relation to an agreement between Colony and Raffles Holdings to purchase all of the hotel interests of Raffles Holdings for around $1.3 billion, and acted for PT Cakrawala Andalas Televisi (ANTV), an Indonesian television network, in its agreement to sell a 20% stake in the company to Hong Kong's Star TV.

Key contact partner Barrye Wall

Lovells Lee & Lee

Adrian Chan and John Mollard head up the 14-lawyer M&A practice at Lovells Lee & Lee in Singapore, which acts for clients such as Wärtsilä Corporation, United Engineers, Wheelock Properties, MultiVision Intelligent Surveillance and QAF. Some of the team's more recent experience includes acting for a South African and Australian consortium on its bid to acquire a greenfield gold mine in Indonesia from Newmont Corporation, working on the acquisition of SGX-listed Total Automation, a transaction that involved numerous jurisdictions, and helping to set up one of the first foreign-Vietnamese joint-venture management companies and funds in Vietnam. This was established between a Singapore joint venture vehicle and Vietcom Bank, one of Vietnam's largest banks.

Key contact partners Adrian Chan Lun Chee Leong John Mollard

Freshfields Drew & Napier

Bruce Cooper and Yeelong Tan lead Freshfields Drew & Napier's M&A team, which has increased in size over the past 18 months by adding five new associates. The firm is a regular adviser to such clients as Deutsche Bank, Total Oil Asia, Vitol Asia, Ashmore Investment Management and Temasek Holdings. Some of the firm's standout transactions of the past year include acting for Deutsche Bank and Ashmore Investment Management on the $175 million acquisition of equity interests in Spice Communications, advising Temasek Holdings on its divestment of a $100 million fund portfolio, representing Total Oil Asia on its proposal to acquire Shell Fiji, and advising Temasek Holdings on its $700 million acquisition of equity in the PT Chandra Asri Petochemicals complex in Indonesia.

Key contact partners Bruce Cooper Yeelong Tan

Norton Rose

Norton Rose's Christopher Moore leads Norton Rose's sevenstrong M&A team in Singapore, working closely with clients such as Axa Asia Pacific Holdings, Sampoerna Strategic and Macquarie Securities. Some of the more high-profile transactions the team has been involved in include advising Renaissance Capital Asia on the $3.25 billion acquisition of Bumi Resources' thermal coal assets. The firm also acted for Axa on its joint-venture with Bharti Enterprises in a life insurance business in India called Bharti Axa Life Insurance Company ­ a strategically important first move into the Indian life insurance market for the Axa group Among other highlights, the firm advised Macquarie on its agreement to acquire an equity interest in Changshu Xinghua Port, a multi-purpose cargo port located along the Yangtze River, and advised Telekom Malaysia on the acquisition of 49% equity interest in Spice Communications, one of the leading service providers of mobile telephony in Punjab, India.

Key contact partner Christopher Moore

Latham & Watkins

Mark Nelson has played a crucial role in helping Latham & Watkins win some key mandates out of its Singapore office this year. For example, the firm advised PT Astratel Nusantara and Citigroup in relation to their acquisition from French company Suez Environnement of a 49% stake in PT Pam Lyonnaise Jaya, the Indonesian company that operates the privatized municipal water system serving about 345,000 customers in the western half of Jakarta. Latham also represented the lead arrangers (CSFB, Calyon and Aareal Bank) in connection with $750 million-worth of credit facilities made available to an affiliate of Colony Capital to 2007 EDITION

Skadden Arps Slate Meagher & Flom

Skadden Arps Slate Meagher & Flom's Singapore office, which opened in 1995, is relatively small, but staffed with good lawyers concentrating on corporate finance, M&A and leveraged finance, among other things. The office acts as an integral link for Skadden's practice in nearby countries such as India, Indonesia, Malaysia and the Philippines.



Key work the firm has handled recently includes Colony Capital's sale of a project to GIC Real Estate, a real estate investment entity of the government of Singapore, in a transaction reportedly valued at $876 million, acting for GIC Real Estate in relation to its $84 million private equity investment in Sunstone Hotel Investors, an owner and developer of upscale hotels, acting on InterGen's acquisition via an auction by Ocean Star, reportedly valued at $1.8 billion, and advising on Pacific Century Group's $140 million sale of Pacific Century Regional Developments to TPGAxon Capital Management, a hedge fund managed by private equity firm Texas Pacific Group, and Newbridge Capital Asia.

Key contact partner Alan Schiffman

Clifford Chance Wong

Clifford Chance Wong has also continued to dominate the project finance market, with Sam Bonifant and Russell Wells spearheading the practice. The firm played an important part of the landmark financing of the Nam Theun 2 hydropower project in the Lao PDR, which apart from its great complexity was a major boost to the Lao economy and was supported by multilaterals, commercial lenders, bilateral and developmental agencies and export credit agencies. Clifford Chance's Singapore projects team also acted for ABN Amro on a $400 million financing for Warid Telecom to be used to fund the expansion of its network in Pakistan, advised Bayerische HypoVereinsbank on a borrowing base facility for Lodore Resources, an oil and gas investment company, represented 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 Oman Oil Company on the acquisition of an equity interest in an aromatics complex in Qingdao in the PRC, advised Santos on a borrowing base facility, and guided Star Energy through the financing of the expansion of the Wayang Windu geothermal project in Indonesia.

Leading lawyer Sam Bonifant Key contact partners Sam Bonifant Russell Wells

Project finance ­ foreign firms

Recommended firms Tier 1 Allen & Overy Shook Lin & Bok Clifford Chance Wong Tier 2 Freshfields Drew & Napier Latham & Watkins Linklaters Allen & Gledhill Milbank Tweed Hadley & McCloy Shearman & Sterling White & Case Tier 3 Baker & McKenzie.Wong & Leow Herbert Smith Lovells Lee & Lee Norton Rose

Freshfields Drew & Napier

There has been some turnover in the project finance team at Freshfields Drew & Napier this year, but mainly at associate level, leaving Bruce Cooper and Yeelong Tan to continue to push the firm forward with roles on some important transactions. For example, the firm acted on the $217.5 million limitedrecourse refinancing and restructuring of the 741MW Glow IPP project in Thailand, sponsored by Suez Energy. This refinancing involved the replacement of existing insured facilities with a consolidated commercial bank loan facility. Freshfields also received instructions to advise on the limitedrecourse financing of a tungsten and fluorspar open-cut mine in Vietnam, together with associated processing and transport infrastructure, sponsored by Canadian company Tiberon Minerals, acted on PT Trans Nusantara Multi Construction's bid for phase II of the West Java gas pipeline project in south Sumatra, Indonesia, and represented Mitsui & Co on the $650 million Gulf Power project in Thailand.

Leading lawyer Bruce Cooper Key contact partners Bruce Cooper Yeelong Tan

Allen & Overy Shook Lin & Bok

Allen & Overy Shook Lin & Bok's reign in the top-tier of the project finance rankings continues undisputed, particularly with the expertise of Kayal Sachi in the ranks. The firm notched up another fantastic year, playing a key role, for example, on the landmark $1.25 billion financing of the Nam Theun 2 hydropower project in the Lao PDR, the largest project finance undertaken in Laos and the largest privately-financed hydro project in the world. The deal was as complex as it was record-breaking, with an innovative reinsurance scheme, three political risk guarantee facilities and five different legal jurisdictions. The firm also advised the lenders on the structure of a $275 million loan to fund the acquisition of the Kangean gasfield in Indonesia from BP by Energi Mega Persada.

Leading lawyer Kayal Sachi Key contact partners Jaspar Gillal Kayal Sachi

Latham & Watkins

With Joseph Bevash at the helm, Latham & Watkins continues to be a force in the Singaporean project finance market, which it uses mainly as a base from which to advise on key financings across the region and build on its track record. For example, in one standout mandate the firm is advising the Republic of Indonesia, acting through its new upstream implementation agency BP Migas, in connection with the development and financing of a multi-billion US dollar greenfield lique2007 EDITION



fied natural gas (LNG) project in Papua. The overall project is expected to cost around $5.2 billion including associated upstream development, construction of the two LNG trains and marine infrastructure to bring gas from an offshore field. The $2.6 billion loan financing includes loans from JBIC, the Asian Development Bank and a group of commercial banks including The Bank of Tokyo Mitsubishi UFJ, BNP Paribas, Fortis Bank, ING, Mizuho Corporate Bank, Sumitomo Mitsui Banking Corporation and Standard Chartered Bank.

Leading lawyer Joseph Bevash Key contact partner Joseph Bevash

Shearman & Sterling

Though relatively small, Shearman & Sterling's project finance practice ­ which is headed by Bill McCormack ­ is highly respected, and the team is often involved in many of the region's most complex deals. Its client list is also impressive, including the Asian Development Bank, British Gas India, Petroliam Nasional, Shell Solar and HSBC. One of its landmark transactions this year was its role acting for the lenders in connection with a S$240 million ($145 million) project financing for the construction by Horizon Singapore Terminals of an oil terminal on Jurong Island in Singapore. This was the first project financing for Emirates National Oil Company in Asia, and the first petroleum storage terminal project to be funded through a project finance facility. The firm also represented the lenders in connection with a $753 million multi-sourced project financing for the development by the Ratchaburi Power Company of 2x700MW gas-fired power projects in Ratchaburi, Thailand. This was the last of the 1995 Thai IPPs to reach financial close, but represented the first Thai IPP involving the JBIC as an original lender rather than a refinancing lender. It was also the largest project financing in Thailand in 2005.

Leading lawyer Bill McCormack Key contact partner Bill McCormack

Linklaters Allen & Gledhill

Martin David leads the nine-strong project finance team at Linklaters Allen & Gledhill. The firm's regionally focused project finance specialists have advised on some of Asia's most significant initiatives in infrastructure, telecommunications, energy and natural resources, and they have recently won new mandates from, among others, the Pakistan government's Private Power Investment Board on the development of three internationally tendered IPPs (independent power projects) in Pakistan, the first projects to be tendered on a competitive bid basis since the early 1990s. The firm also won a role to advise the Asian Development Bank on the financing of Roshan Cellular in Afghanistan, acted for Ranhill Berhad on the acquisition and financing of the 600MW Masinloc coal-fired power plant in the Philippines, and advised on a methanol project in Brunei being developed on a limited-recourse basis, involving the negotiation of a long-term feedstock supply for the plant.

Key contact partner Martin David

White & Case

The five-strong White & Case project finance team, which is run by Brian Miller, is consistently ranked among the better firms in this area. The Singapore team is well-known for its expertise, and as a result is frequently involved in some of the key deals in the region. Highlights include the firm's role for the International Finance Corporation and the Metropolitan Cebu Water District in connection with the development of a concession agreement for the supply of potable water to Cebu City, Philippines. White & Case has also worked on the Kaeng Khoi 2 power project, representing the project borrower, the Gulf Power Generation Company, and its parent company, Gulf Electric Public Company, in relation to the $663 million project financing of a 1,468MW combined-cycle gas turbine power plant to be constructed at Kaeng Khoi in Saraburi Province, Thailand ­ marking an important milestone in Thailand's power-sector development strategy. The firm is also representing BP Berau and the other sponsors as finance counsel in connection with the $2.6 billion financing of the Tangguh LNG project in Indonesia operated by BP. Its client list for project finance work includes Edison Mission Energy, the International Finance Corporation and the Orix Corporation.

Leading lawyers Margaret Cole Brian Miller Key contact partner Brian Miller

Milbank Tweed Hadley & McCloy

Milbank has always been renowned for its strong project finance capabilities, led in Singapore by Gary Wigmore. The firm has spent the past 12 months or so expanding the size of its team by four to five associates, bringing the number of fee-earners to 13. Clients that it considers key to its practice include Salamander Energy, JBIC, Standard Chartered Bank and the Australia and New Zealand Banking Group. Some of the firm's key recent projects include representing Credit Suisse in connection with a $50 million loan to PT Pertalahan Arnebatara Natuna, an Indonesian oil and gas company, to finance the development of the Udang field in Indonesia. This deal involved significant structuring of the loan and security package to enable Credit Suisse to obtain comprehensive security but within the restrictions set forth in a production sharing contract of the borrower. Milbank also acted for Keppel Energy, HSBC, ING, Calyon and Sumitomo Mitsui Banking Corporation as lenders in connection with the S$525 million ($334 million) project financing of the proposed development, construction and operation of a 500MW gas-fired cogeneration project in Singapore. This was the first merchant power financing in Singapore's recently established National Electricity Market.

Leading lawyer David Zemans Key contact partner David Zemans

Other notable firms

Herbert Smith can be happy with its performance in the project finance field in Singapore. Michelle Chen's team has had a strong year, working on a number of significant projects and energy deals. Among the highlights, the team was kept busy advising on the refinancing on the Laibin B power project, as well as advising on the proposed financing of the Torrent Power Project in India.




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 working 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 borrowing 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.




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