Whilst the current global economic downturn has affected real estate, infrastructure and construction in Asia, their importance has not diminished as these continue to represent pillars of growth in Asia. The Urban Land Institute and PricewaterhouseCoopers recently placed Singapore among the top five Asia Pacific cities for property investment in its 2009 regional report of Emerging Trends in Real Estate.
The Singapore Government recently announced it will invest S$18 to $20 billion in infrastructure projects this year. In the pipeline are a new International Cruise Terminal at Marina South, new roads and parks and the upgrading of schools, sports facilities and public housing estates throughout Singapore.
Other Asian countries are planning major infrastructure developments; in Vietnam, ports are being built and in the Philippines power assets are being sold. In China, work is underway on the Sino-Singapore Tianjin Ecocity, a joint development between China’s and Singapore’s governments.
KhattarWong’s Projects (REIC) Practice Group combines the experience and expertise of dedicated and trained lawyers and is well placed to handle project specific transactions for both domestic and foreign clients.
The Firm’s Partners involved in the Projects (REIC) Practice Group are Chia Ho Choon, Carla Barker and Anne Chua.
They have experience acting for infrastructure developers and contractors, business park developers, independent power producers, water treatment companies, aviation and aerospace companies, engineering companies, schools and hospitals.
“The Practice Group focuses on Project work, which enables the Firm and the Practice Group to get involved with clients from the inception of the projects to their completion. The combined expertise of our Partners enables us to assist our clients in all aspects of the project. This includes the initial formation or acquisition of the project vehicle; due diligence; the acquisition of land; liaising with regulatory bodies; advising on licensing and permits; advising on or drafting of construction and engineering contracts; dispute management; and assisting with the eventual sale or operation of the completed project.” These are the views expressed by Partner and Practice Group leader Chia Ho Choon.
With KhattarWong’s regional offices in Shanghai and Vietnam as well as the firm’s alliances with law firms in Indonesia, India, Malaysia, Thailand, Middle East, and network through Interlex, the Practice Group is well placed to assist its clients in their cross border real estate, infrastructure and construction deals.
The Practice Group’s recent assignments include acting as local counsel for the proposed construction and development of a power plant in Singapore; advising on the preparation of an EPC contract, O&M and Project Supervision Agreements for Indonesian developers of a power plant in Indonesia, which also involved Chinese contractors; advising on the Particular Conditions of Contract for use in Vietnam in conjunction with the FIDIC Conditions of Contract; advising an aviation authority on tenders and contracts for development of new facilities (including a terminal hotel), and on privatisation; and acting for developers in a mixed business park with commercial, residential and hotel components.
“Our lawyers have a clear understanding of the legal issues and commercial realities of the specific industry” says Anne Chua, whose clients include power generation, water treatment and aerospace companies.
Carla Barker adds, “The team’s ability to intertwine different spheres of practice gives us the confidence to advise clients on complex legal issues”.
The Practice Group is supported by a team of experienced and competent lawyers. The team’s attention to detail, their industry knowledge and ability to provide speedy and practical legal advice gives them an edge with clients.
Showing posts with label singapore. Show all posts
Showing posts with label singapore. Show all posts
June 10, 2010
May 25, 2010
Singapore. Loo & Partners
New Securities Listing Rules To Heighten Market Efficiency.
In July 2008, Singapore Exchange Limited (“SGX”) invited public comment on its proposed changes to securities listing rules. The proposed new rules, inter alia, introducing the listings of Life Science Companies (“LSC”) with no financial track record and revision of IPO distribution requirements, will allow for more alternatives that will widen the range of companies and product types listed on SGX. Following the public consultation, SGX had finalised the new listing rules and changes to securities listing rules. These changes will take effect on 24 March 2009. Some of the key new listing rules and requirements are: (1) removal of limit on capital structure; (2) revision of IPO distribution requirements; (3) introduction of new listing rules for LSC; (4) disclosure of details relating to profit guarantees or profit forecasts; and (5) disclosure of use of proceeds. The limit on the number of new shares from the exercise/conversion of outstanding convertibles will be removed to allow companies greater flexibility in determining their capital structure. At least 500 public shareholders shall be required for primary listings on the Mainboard. In the case of a secondary listing, the company shall be required to have at least either 500 shareholders in Singapore or 1,000 shareholders worldwide. SGX is introducing new admission rules and continuing listing requirements for LSC without financial track record. LSC wishing to list on the Mainboard will be required to demonstrate adequate working capital for its present requirements and for at least 12 months after listing. Companies are required to make immediate disclosure when the guaranteed profit level has, or has not, been met including material variations to the terms of agreement. Companies are also required to immediately announce the use of proceeds from fund raising exercises as and when they are materially disbursed, and whether the use is in accordance with what was previously announced.
In July 2008, Singapore Exchange Limited (“SGX”) invited public comment on its proposed changes to securities listing rules. The proposed new rules, inter alia, introducing the listings of Life Science Companies (“LSC”) with no financial track record and revision of IPO distribution requirements, will allow for more alternatives that will widen the range of companies and product types listed on SGX. Following the public consultation, SGX had finalised the new listing rules and changes to securities listing rules. These changes will take effect on 24 March 2009. Some of the key new listing rules and requirements are: (1) removal of limit on capital structure; (2) revision of IPO distribution requirements; (3) introduction of new listing rules for LSC; (4) disclosure of details relating to profit guarantees or profit forecasts; and (5) disclosure of use of proceeds. The limit on the number of new shares from the exercise/conversion of outstanding convertibles will be removed to allow companies greater flexibility in determining their capital structure. At least 500 public shareholders shall be required for primary listings on the Mainboard. In the case of a secondary listing, the company shall be required to have at least either 500 shareholders in Singapore or 1,000 shareholders worldwide. SGX is introducing new admission rules and continuing listing requirements for LSC without financial track record. LSC wishing to list on the Mainboard will be required to demonstrate adequate working capital for its present requirements and for at least 12 months after listing. Companies are required to make immediate disclosure when the guaranteed profit level has, or has not, been met including material variations to the terms of agreement. Companies are also required to immediately announce the use of proceeds from fund raising exercises as and when they are materially disbursed, and whether the use is in accordance with what was previously announced.
May 22, 2010
Walkers boosts Singapore office
Offshore law firm Walkers has transferred senior funds lawyer Laura Rogers from Hong Kong to the Singapore office in anticipation of an increase in legal work in the corporate restructuring and funds practices.
Singapore managing partner Ashley Gunning said the firm expects a rise in funds work in line with other Walkers offices. “Our offices in the Cayman Islands and more recently Hong Kong have experienced an increase in hedge funds restructuring work related to the illiquidity in the market and the difficulties in valuation. We anticipate more work of that nature in Singapore.”
The appointment will bring the number of lawyers in the office to three, but the firm expects to make more appointments by the end of the year.
Singapore managing partner Ashley Gunning said the firm expects a rise in funds work in line with other Walkers offices. “Our offices in the Cayman Islands and more recently Hong Kong have experienced an increase in hedge funds restructuring work related to the illiquidity in the market and the difficulties in valuation. We anticipate more work of that nature in Singapore.”
The appointment will bring the number of lawyers in the office to three, but the firm expects to make more appointments by the end of the year.
May 19, 2010
K&L Gates acquires DLA Piper partner for Singapore launch
K&L Gates has launched an office in Singapore and appointed former DLA Piper partner Kevin J Murphy to head the corporate practice.
Murphy will manage the new office’s corporate and restructuring practice, and bring his longstanding clients to the firm. Murphy said that despite the impact of the financial crisis in Singapore, the new office had long been on the cards. “The firm had been planning to open a Singapore office for some time and did not believe the recent economic crisis should change those plans. Unlike many firms, 2008 was a good year for K&L Gates and I anticipate 2009 to be a very good year for the Singapore office,” he said.
In addition to Murphy, the office will also employ corporate partners James Chen, Sin Khai Tan and Choo Lye Tan, who will be supported by lawyers from the firms’ London office on transactions.
Murphy will manage the new office’s corporate and restructuring practice, and bring his longstanding clients to the firm. Murphy said that despite the impact of the financial crisis in Singapore, the new office had long been on the cards. “The firm had been planning to open a Singapore office for some time and did not believe the recent economic crisis should change those plans. Unlike many firms, 2008 was a good year for K&L Gates and I anticipate 2009 to be a very good year for the Singapore office,” he said.
In addition to Murphy, the office will also employ corporate partners James Chen, Sin Khai Tan and Choo Lye Tan, who will be supported by lawyers from the firms’ London office on transactions.
May 7, 2010
Sweet deal for Clifford Chance, White & Case
White & Case and Clifford Chance were called in on a deal that saw Barry Callebaut Asia Pacific (Singapore) sell its Asiabased consumer company, Van Houten (Singapore) to Hershey Singapore.
Barry Callebaut Asia Pacific (Singapore) is a subsidiary of Barry Callebaut AG, a Zurich-based manufacturer of high-quality cocoa and chocolate brands such as Sarotti, Jacques and Alprose. The value of the transaction was not disclosed.
As part of the deal, Barry Callebaut will grant the Hershey Company an exclusive licence to use the Van Houten brand name and related trademarks in Asia- Pacific, the Middle East and Australia & New Zealand for its consumer products. Barry Callebaut will retain ownership of the Van Houten brand and will continue to use it in its gourmet and vending businesses worldwide.
“The successful completion of this deal will allow Barry Callebaut to focus entirely on its core business in the industrial and gourmet food market in Asia and the Middle East,” said Hamburgbased Christian Jacobs, who was White & Case’s lead partner on the deal. William Kirschner, an M&A partner based in Singapore also acted on the deal.
Clifford Chance, led by Valerie Kong, acted for Hershey on the deal.
Barry Callebaut Asia Pacific (Singapore) is a subsidiary of Barry Callebaut AG, a Zurich-based manufacturer of high-quality cocoa and chocolate brands such as Sarotti, Jacques and Alprose. The value of the transaction was not disclosed.
As part of the deal, Barry Callebaut will grant the Hershey Company an exclusive licence to use the Van Houten brand name and related trademarks in Asia- Pacific, the Middle East and Australia & New Zealand for its consumer products. Barry Callebaut will retain ownership of the Van Houten brand and will continue to use it in its gourmet and vending businesses worldwide.
“The successful completion of this deal will allow Barry Callebaut to focus entirely on its core business in the industrial and gourmet food market in Asia and the Middle East,” said Hamburgbased Christian Jacobs, who was White & Case’s lead partner on the deal. William Kirschner, an M&A partner based in Singapore also acted on the deal.
Clifford Chance, led by Valerie Kong, acted for Hershey on the deal.
March 14, 2010
Dentons re-enters the arena due to increase in work
Denton Wilde Sapte has quietly reopened its Singapore office, giving the stream of instructions coming from the region as the motivating factor.
In 2004, the firm closed all its Asian offices – Singapore, Tokyo, Beijing and Hong Kong – after deciding that they did not fit into the firm’s broader strategy.
The office, which will focus solely on trade finance, will be headed up by London partner Jonathan Solomon, who will have two associates. As part of the reopening, the firm has struck an exclusive alliance with local outfit Global Law Alliance.
“What has changed is that we have started seeing a good stream of instructions from Singapore, so for our trade finance group it made sense to open up here,” Solomon said.
In 2004, the firm closed all its Asian offices – Singapore, Tokyo, Beijing and Hong Kong – after deciding that they did not fit into the firm’s broader strategy.
The office, which will focus solely on trade finance, will be headed up by London partner Jonathan Solomon, who will have two associates. As part of the reopening, the firm has struck an exclusive alliance with local outfit Global Law Alliance.
“What has changed is that we have started seeing a good stream of instructions from Singapore, so for our trade finance group it made sense to open up here,” Solomon said.
March 13, 2010
Measures by SGX-ST to Facilitate Secondary Fundraising by Listed Companies
The Singapore Exchange Limited (“SGX”) has introduced a few measures to assist listed companies to raise funds in the current economic environment where credit is tight. The measures, which variously took effect from 13 January 2009 and 20 February 2009, include the following:
- Rights Issue Exposure Period is shorter
The SGX will accept confidential submissions for all rights issue applications before the company makes an announcement. Confidential submissions were previously allowed only for underwritten issues. The notice of books closure date is also reduced from ten to five market days. Companies are also required to use a checklist to facilitate compliance with the listing reguirements. This should reduce the time that SGX takes to approve an application. - 100% Renounceable Pro-Rata Share Issuance
The listing rules had allowed listed companies to obtain shareholders’ approval for the issuance of new shares on a pro-rata basis amounting to not more than 50% of the issued share capital. SGX has increased the limit to allow listed companies to issue up to 100% of their issued share capital via a pro-rata renounceable rights issue. Shareholders have equal opportunities to participate or dispose of their entitlements if they do not wish to subscribe for their rights. The issuer remains responsible to make periodic announcements on the use of proceeds and report on such use in its annual report. - Discount Limit for Share Placements
In the current dismal market, the 10% maximum discount for a placement of shares has not been attractive to investors. This has hampered the efforts of listed companies to raise funds in this way. To improve the viability of placement exercises, SGX now allows issuers to undertake placements of new shares priced with a 20% maximum discount of the weighted average price for trades done on the date the placement agreement is signed subject to:- shareholders’ approval being obtained to issue new shares on a non pro-rata basis at a discount exceeding 10% but not more than 20%;
- any resolution for such non pro-rata issuance of shares is not conditional to the resolution in (1).
- Scrip Dividend Schemes
Subject to the Companies Act and other legal requirements, the payment of dividends through a scrip dividend scheme may now be carried out without the need for shareholders’ approval, if the listed company gives its shareholders the option to receive their dividends in cash. Measures (b) to (d) will be in effect until 31 December 2010. - Placements to Substantial Shareholders
March 10, 2010
White & Case cuts off local ally
White & Case has broken off its alliance with local Singapore firm Venture Law, after obtaining a licence to practice local law.
Despite initially stating the alliance would remain after the Qualifying Foreign Law Practice (QFLP) licence was granted last December, the firm has shifted its stance but said that its overall strategy in Singapore would remain unchanged. White & Case, unlike some of its fellow QFLP licensees, had formally registered its now six-year-old alliance, rather than undertaking it as a joint law venture (JLV).
White & Case’s Singapore managing partner, Doug Peel, told ALB earlier this year that the alliance was strong and had made the transition to becoming a QFLP firm easier. “Our alliance with Venture Law has been extremely useful and has enabled us to combine our resources with Venture Law’s vast domestic knowledge,” he said. “It has been a happy and fulfilling relationship and the granting of this licence will create opportunities for the two of us to unify.”
Despite initially stating the alliance would remain after the Qualifying Foreign Law Practice (QFLP) licence was granted last December, the firm has shifted its stance but said that its overall strategy in Singapore would remain unchanged. White & Case, unlike some of its fellow QFLP licensees, had formally registered its now six-year-old alliance, rather than undertaking it as a joint law venture (JLV).
White & Case’s Singapore managing partner, Doug Peel, told ALB earlier this year that the alliance was strong and had made the transition to becoming a QFLP firm easier. “Our alliance with Venture Law has been extremely useful and has enabled us to combine our resources with Venture Law’s vast domestic knowledge,” he said. “It has been a happy and fulfilling relationship and the granting of this licence will create opportunities for the two of us to unify.”
March 9, 2010
Singapore Ready to Roar in Islamic Finance
In terms of focused implementation, rapid developments in Singapore indicate that Singapore’s Islamic finance industry is fast on the heels of that of Malaysia, which has been nurturing its own Islamic finance industry since much earlier, circa the 1980s.
Malaysia-based corporate law firm Azmi & Associates’ roadshow in Singapore early this year is emblematic of the growing interest of foreign law firms to gravitate towards Singapore, attracted by the potential of Islamic finance in the island nation.
According to Ahmad Lutfi Abdull Mutalip, the Partner who leads Azmi & Associates’ Global Financial Services and Islamic Banking Practice Group, Singapore’s latest moves to develop its Islamic finance sector is not surprising, given that it has – especially so circa 2005 and 2006 – tailored its fiscal and monetary policies to facilitate Islamic finance.
“We have been following the progress of Islamic finance in Singapore with keen interest, hence our roadshow,” Ahmad Lutfi says, “and our recently opened branch in Johor Bahru is one of the elements in the Azmi & Associates strategy for expanding our range of Islamic financial solutions for the businesses and institutions in Singapore.” Johor Bahru is the thriving capital city of the southern Malaysian state of Johor, which borders Singapore.
Singapore has, like Malaysia, removed double-stamping duty on Islamic banking instruments. Singapore has also licensed its first Islamic bank, the Islamic Bank of Asia. More recently, there were Singapore’s first Shariah-compliant Exchange-traded Fund and its first local-currency sovereign sukuk, issued by the Monetary Authority of Singapore (MAS) on a reverse-enquiry basis: the maturity, price and size of the sukuk is determined by investors demand instead of by the issuer. “This is reflective of the consistent emphasis by MAS on organic growth of the Singaporean Islamic finance industry, as it prefers to encourage the private sector to take the leading role,” Ahmad Lutfi says.
While Singapore may derive much advantage from Malaysia’s longer experience with Islamic finance, Malaysia may similarly learn from Singapore’s advances in regulating an open Islamic finance industry. Such cross-pollination between law firms that are based in Singapore and Malaysia and that offer Islamic financial services may show that the way forward for the sustainable growth of Islamic finance in the Southeast Asia region is through cross-border co-operation.
Malaysia-based corporate law firm Azmi & Associates’ roadshow in Singapore early this year is emblematic of the growing interest of foreign law firms to gravitate towards Singapore, attracted by the potential of Islamic finance in the island nation.
According to Ahmad Lutfi Abdull Mutalip, the Partner who leads Azmi & Associates’ Global Financial Services and Islamic Banking Practice Group, Singapore’s latest moves to develop its Islamic finance sector is not surprising, given that it has – especially so circa 2005 and 2006 – tailored its fiscal and monetary policies to facilitate Islamic finance.
“We have been following the progress of Islamic finance in Singapore with keen interest, hence our roadshow,” Ahmad Lutfi says, “and our recently opened branch in Johor Bahru is one of the elements in the Azmi & Associates strategy for expanding our range of Islamic financial solutions for the businesses and institutions in Singapore.” Johor Bahru is the thriving capital city of the southern Malaysian state of Johor, which borders Singapore.
Singapore has, like Malaysia, removed double-stamping duty on Islamic banking instruments. Singapore has also licensed its first Islamic bank, the Islamic Bank of Asia. More recently, there were Singapore’s first Shariah-compliant Exchange-traded Fund and its first local-currency sovereign sukuk, issued by the Monetary Authority of Singapore (MAS) on a reverse-enquiry basis: the maturity, price and size of the sukuk is determined by investors demand instead of by the issuer. “This is reflective of the consistent emphasis by MAS on organic growth of the Singaporean Islamic finance industry, as it prefers to encourage the private sector to take the leading role,” Ahmad Lutfi says.
While Singapore may derive much advantage from Malaysia’s longer experience with Islamic finance, Malaysia may similarly learn from Singapore’s advances in regulating an open Islamic finance industry. Such cross-pollination between law firms that are based in Singapore and Malaysia and that offer Islamic financial services may show that the way forward for the sustainable growth of Islamic finance in the Southeast Asia region is through cross-border co-operation.
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