|
|
 |
| |
 |
“Harry Elias Partnership acted in the sale of Green Cross Pharma to Ascent Pharmahealth. Claudia Teo has a 'flexible, walk-the-extra-mile approach.'”
- The Asia Pacific Legal 500 (2009/2010)
“In banking and corporate finance at Harry Elias Partnership, practice group head Claudia Teo and key partners Pauline Lee and S Suressh have acted for several high-profile clients recently….”
- Asian In-House Handbook 2009
“The group (Corporate and Financial Services Practice Group) enjoyed a busy year ….”
- The Asia Pacific Legal 500 (2008/2009)
“Harry Elias Partnership’s corporate team comprises experienced lawyers and corporate secretarial executives who complement one another in providing legal advice.”
- Asian In-House Handbook 2009
“Harry Elias Partnership has experience in Islamic financing and real estate financing.”
- The Asia Pacific Legal 500 (2008/2009)
For more information on the Corporate
and Financial Services Practice Group, please contact Claudia Teo, the head of Corporate and Financial Services Practice Group 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 support team 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.
|
| |
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.
|
|
| |
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.
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. For example this cross-disciplinary approach spoke for itself when three Practice Groups were involved in advising the Singapore Health Partners in the tender, financing and construction of the first mediplex in Singapore.
|
|
| |
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, our team (who are fluent in written and spoken Mandarin) have advised on IPOs of Chinese enterprises on the Singapore Stock Exchange (including pre-IPO rounds of investments or financing) and foreign direct investments into the PRC, in the form of sino-foreign 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 private equity transactions.
|
|
| |
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.
|
|
| |
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, shareholders' agreements 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. |
|
| |
Through our wholly-owned subsidiary, HEPCorporate Services Pte Ltd, 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 Residency under
the relevant 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, the Economic
Development Board and Contact Singapore 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:
Mergers and Acquisitions
- Acted as Singapore counsel in an acquisition exercise by Schlumberger SA (a leading worldwide supplier of technology, integrated project management and information solutions to customers in the oil and gas industry) of Geoservices SA, a privately owned French oilfield services company specialising in mud logging, slickline and production surveillance operations for a total consideration (including net debt) of SGD1,070 million.
- Acted for the Develica group, in the successful sale of Develica APS 100 Pte Ltd, a special purpose vehicle which owns One Finlayson Green, the prime office building located in Singapore’s financial hub. The transaction was undertaken through the sale and purchase of existing shares from the Develica group and debt restructuring for a total consideration of SGD145 million and involved multi-jurisdictions spanning 7 countries and three international banks. Develica group is a UK-based cross-sector real estate fund with a specific focus on opportunistic investment and property development in UK, Germany and Asia Pacific.
- Acted for individual vendors in the sale of Green Cross Pharma, the largest supplier of generic pharmaceuticals to the Singapore Government to Ascent Pharmahealth Limited, a company listed on the Australian Securities Exchange, for an undisclosed sum.
- Acted for Acertec Engineering Ltd, a public listed company on the London Stock Exchange, in the SGD48 million divestment of its entire shareholdings in BRC Asia Limited to HG Metal Pte. Ltd., a subsidiary of Singapore-listed HG Metal Manufacturing Ltd.
- Acted as Singapore counsel in a divestment exercise involving the sale of shares and assets in various affiliated entities of NYSE-listed Dover Corporation, a leading manufacturer of specialized industrial products and equipment, to Cohu, Inc., a leading supplier of test handling and burn-in related equipment and thermal solutions used by the semiconductor industry, for a consideration of USD80 million.
|
|
Banking and Finance
- Advised Singapore Health Partners in relation to the SGD250 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 SGD1,104,040,000 and SGD1,104,040,000 senior floating rate notes due on 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 SGD5.25 billion to finance the construction of the Integrated Resort at Marina Bay, Singapore.
|
|
| |
Corporate Finance- Advised Mainboard listed Eagle Brand Holdings Limited (Eagle Brand) in its successful divestment of its equity interests in its key subsidiaries to a PRC state-owned assets investment management company for a total consideration of approximately SGD102 million. The interested person transaction involved five sale and purchase agreements and a capital reorganisation exercise which included a capital reduction and a capital distribution to the shareholders of Eagle Brand.
- Harry Elias Partnership has advised United Overseas Bank (UOB), who was the Issue Manager, Underwriter and Placement Agent, in relation to the initial public offering of Hock Lian Seng Holdings Limited on the Singapore Exchange Main Board raising SGD25.6 million.
- Acted for Equinox Offshore Accommodation Limited(EOAL) in respect of the issue of USD34.4 million 20 per cent senior secured callable bonds due in 2010. EOAL is a Singapore-based company listed on the over-the-counter market in Oslo, Norway and is active within the oil and gas industry.
- Advised the unconflicted directors of Tsit Wing International Holdings Limited in relation to the voluntary delisting of Tsit Wing from the Official List of the Singapore Exchange Securities Trading Limited following a formal proposal by Mitsubishi UFJ Securities (Singapore) Limited for and on behalf of the offeror to acquire all the shares in Tsit Wing at SGD0.27 per share.
- Advised Second Chance Properties Limited in relation to the issue and listing of bonus warrants on the main board of the Singapore Stock Exchange, raising up to a total of SGD65 million upon full exercise of all bonus warrants.
|
|
Funds
- Advised Stamford Life Settlement Fund III Inc (Fund) and Stamford Management Inc (Fund Manager) on all aspects relating to the offering, documentation and regulatory/compliance issues in relation to the USD20 million offering of shares in the Fund which invests in life settlement policies.
- 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.
|
|
|
