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For more information on the Corporate
and Financial Services Practice Group, please contact
Claudia Teo at cteo@harryelias.com.sg.
We work closely with issue managers, underwriters,
financial advisors and issuers on initial public offerings,
rights issues, warrant issues, share placements, acquisitions,
issues of convertibles (debt and equity), mandatory
unconditional, voluntary and partial offers and reverse
take-overs.
Our advisory work includes dealing in corporate governance
issues, continuing compliance with listing rules and
regulations and disclosure requirements in a post-IPO
regulatory environment. Our team comprises experienced
lawyers and corporate secretarial executives who complement
one another in providing corporate legal advice and
corporate secretarial services, for example acting for
listed companies in connection with the convening of
extraordinary and annual general meetings, drafting
of announcements, circulars to shareholders on various
corporate actions including acquisitions and disposals,
structuring of interested person transactions and employee
share option schemes and review and drafting of annual
reports to ensure compliance with the rules and regulations.
We also liaise with the Singapore regulators on a continuing
basis when acting for our clients in the listing and
post-IPO environment.
Bearing in mind that complexities arise not in isolation,
we adopt a cross-disciplinary approach when advising
our clients particularly in the development and implementation
of compliance programmes and work with our specialists
in the Regulatory Compliance and Commercial Fraud Practice
Group as and when the need arises.
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We handle local, regional and international transactions
every year. Our support includes advice and assistance
in relation to the M&A process, co-ordinating the
input of our lawyers in the team. Our team members are
highly trained in all aspects of M&A work and have
also been exposed to the regional and international aspects
of large transactions. We actively manage, in addition
to the legal process, many aspects of M&A transactions
on behalf of our clients.
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We offer a full range of banking and financial legal services.
Given the complexity of financing transactions, we work
closely with our clients at every stage in the project.
In addition we adopt a cross-disciplinary approach when
advising our clients and work with our specialists in
the Construction, Engineering and Infrastructure Projects
Practice Group and Real Estate and Banking Practice Group
as and when the need arises. The team’s expertise
and capability has spoken for itself in its recent involvement
in advising the Singapore HealthPartners in the financing
of the construction of the first mediplex in Singapore.
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With the quantum growth of the Islamic Capital Market
in the last few years, the Firm has positioned itself
at the forefront of providing legal services on Islamic
Finance structures, investment funds, trusts and securitizations.
The team works closely with Shariah experts and collaborates
with leading law firms in the region to offer clients
an unparalleled and comprehensive range of services
in Shariah compliant financing.
We are currently working with several Middle Eastern
and local companies for sukuk issuance using multiple
Shariah principles such as murabaha, ijara mudharabah
musyarakah and istisna’ funding programmes. |
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Our solicitors have built up experience over the last
few years in assisting our clients’ business expansion
into neighbouring countries including the PRC, Greater
China, India, the Middle East, Indonesia and Malaysia.
In the PRC for example, we have advised on IPOs of Chinese
enterprises on the Singapore Stock Exchange and foreign
direct investments into the PRC, in the form of joint
ventures and wholly-owned foreign enterprises. We also
represent international companies from the United States,
PRC, the Middle East and Israel for their overseas investments
and acquisitions in Singapore (first as a base) and subsequently
throughout Asia.
In Singapore, our lawyers have been involved in various
aspects on, and represented clients in private equity
transactions and most recently in the biotechnology
industry.
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The Firm’s lawyers handle all aspects of law and
regulation relating to investment funds both onshore and
offshore and collective investment schemes including property
funds, money market funds, hedge funds, fund of funds
and equity/bond funds.
In acting for fund managers and offshore hedge funds,
we advise on offering requirements, documentation and
regulatory aspects in relation to the establishment,
authorisation, recognition, marketing and distribution
of REITS and investment funds.
We also provide advice on the regulatory and licensing
requirements under the Securities and Futures Act (SFA),
the Financial Advisers Act (FAA) and
the Code on Collective Investment Schemes on a broad
spectrum of financial services laws and regulations
including the licensing, regulatory and conduct of business
requirements for fund management companies, financial
advisory companies and other corporate finance and other
capital markets business and applying for relevant approvals
and exemptions from the Singapore Monetary Authority
of Singapore.
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Our practice group has represented clients in diverse
industries and undertakes a wide spectrum of general corporate
and commercial work. We regularly advise on share and
asset acquisitions and disposals, tender proposals, structuring
of businesses and investments, agencies and distributorship
agreements, share option schemes and on joint ventures
and consortiums for leading developers and companies in
major infrastructure projects, both in Singapore and overseas.
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We are able to provide advice and assistance to persons
who are keen to establish their business operations in
Singapore. Our wide areas of expertise enable us to support
corporations to set up their local presence through our
services in the following areas:
- incorporation of local companies, subsidiaries
of foreign corporations and registration of branches
of overseas companies;
- statutory compliance for companies both listed
and non-listed;
- application for working passes for expatriates;
- application for Singapore Permanent Residence under
the respective schemes;
- winding up and striking off of companies; and
- deregistration of Singapore branch;
Our lawyers work closely with government agencies such
as the International Enterprise Singapore and the Economic
Development Board particularly on foreign companies
wanting to set up base in Singapore and to venture into
Asia.
Some of the notable transactions which our lawyers
have been involved in include:
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Transactions
- Acted for Acertec Engineering Ltd,
a public listed company on the London Stock Exchange,
in the S$48 million divestment of its entire shareholdings
in BRC Asia Limited to HG Metal Pte. Ltd., a subsidiary
of Singapore-listed HG Metal Manufacturing Ltd.
- Advised Singapore Health Partners
in relation to the SGD$250 million syndicated loan
facility in relation to the purchase and construction
of the FIRST mediplex in Singapore, comprising a hospital,
hotel and medical centre.
- Acted for Marina Bay Sands Pte Ltd,
a subsidiary of Las Vegas Sands Corporation
in a loan facility of SGD$1,104,040,000 and SGD$1,104,040,000
senior floating rate notes due 25 August 2008 in relation
to the re-financing of the FIRST Integrated Resort
at Marina Bay, Singapore.
Acted for Marina Bay Sands Pte Ltd
in the credit facility of SGD$5.25 billion to finance
the construction of the Integrated Resort at Marina
Bay, Singapore.
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Acted for Galleria Resources Limited in a mandatory
unconditional cash offer to acquire all the issued
shares of Vantage Corporation Ltd
which was subsequently delisted from the Singapore
Stock Exchange.
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Advised ST Aerospace,
an aerospace arm of ST Engineering,
a leading airframe MRO provider, in its USD$78 million
joint venture with Xiamen Aviation Industry Company
Ltd to provide aviation-related technology and engineering
solutions in Xiamen, PRC.
- Acted as Singapore counsel in the acquisition of
PSL Energy Services Limited and its subsidiaries,
a process and pipeline company, by Halliburton
Manufacturing & Services Limited,
a leading provider of technology and reservoir-specific
expertise in the well-site services industry for a
consideration of USD$256 million.
- Acted as solicitors to Omega Capital
Limited and SBI E2-Capital
Limited in the initial public offering
of CMZ Holdings Limited
on the Singapore Stock Exchange.
- Acted for Globefin Assets Management,
an independent asset management firm specializing
in alternative investments with offices in London,
New York and Singapore, in relation to the establishment
of the Cannonball Art Fund which presented, for the
FIRST time ever in Asia, the exclusive collection
of Andy Warhol’s masterpieces. Globefin Assets
Management has USD$600 million of assets under its
management.
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