2009 News Summary

The Firm has once again been nominated as a Finalist in ALB SE Asia Law Awards 2009 in the category of Construction Law Firm of the Year, in addition to the nomination as Finalist for the same category in 2008.

Acted for the Republic of Philippines and the Philippine National Bank in an interpleader action instituted in the High Court of Singapore. The subject matter of the interpleader was the sum of approximately USD25 million allegedly embezzled by the former President of the Republic of Philippines, Ferdinand E. Marcos, during his reign. One of the issues here was whether the Republic of Philippines could assert state immunity in respect of the funds.

Advising Schroder Ventures Asia Pacific Fund in respect of a dispute relating to their investments in Aman Resorts.

Advised and drafted project documents (construction contracts, consultants’ agreements, supply contracts, bonds, insurances, warranties and other ancillary contracts) for the very first Integrated Resort at Marina Bay, Singapore.

Advised Singapore Flyer Pte Ltd on various contractual aspects of the design and construction of the Singapore Flyer, the very first and iconic architecture of Singapore and likely the largest giant observation wheel in the world.

Advised Singapore HealthPartners on the construction of the first mediplex, comprising a hospital, hotel and medical centre in Singapore.

Reviewed and advised on the building contracts and collateral documentation for the development of the multi-billion dollar Marina Bay Financial Centre Project in the new downtown commercial and residential area of the Marina Boulevard area in Singapore.

Reviewed, advised and amended various construction contracts, incorporating a guaranteed maximum price mechanism for the multi-million One Marina Boulevard development in Singapore.

Advised on the letter of acceptance, conditions of contract, performance bond and other ancillary documents in respect of the Singapore Formula1 Race Pit Building Project, for the world’s first Formula 1 night race.

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 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.

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.

Advised ST Aerospace, an aerospace arm of ST Engineering, a leading airframe MRO provider, in its USD78 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 USD256 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 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 for Globefin Asset Management, an independent asset management firm specialising 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 Asset Management has USD600 million of assets under its management.

Acted for First Serve Toonz Pte Ltd, a joint venture between First Serve International and Toonz Animation India Pvt Limited, in the financing of its USD10 million production of the television animation series entitled "Wolverine" for Marvel Characters Inc. Toonz Animation India Pvt Limited is a major provider of animation to top US and European producers and is one of the top 10 multi-media studios in the world.

Acted for Ochre Pictures Pte Ltd, one of the top local production companies, on the legal aspects of the production of “Leap Years”, a Raintree production.

Acted for TBWA Singapore Pte Ltd in its negotiations on the Master Agency Services Agreement with Singapore Airlines Limited. TBWA Singapore Pte Ltd, one of the top advertising agencies in the world, is only the second advertising agency to be appointed by Singapore Airlines Limited in its history.

Acted for Marriot International Inc. in relation to the development and management of The Ritz-Carlton Residences Singapore Cairnhill, a 58-unit luxury residential condominium including advice on licensing, real estate and regulatory issues.

Advised Hang Huo Enterprise Group Limited, the first foreign company from Macau, and its subsidiary Hang Huo Management (S) Pte Ltd in their investment in and on a loan facility with DBS Bank in relation to the purchase, development and construction of a Singapore boutique Hotel Link hotel at Tiong Bahru Road, an innovative conversion of two blocks of Singapore Improvement Trust (SIT) flats into a new hotel.

Harry Elias Partnership LLP acted for Janus Corporate Solutions Pte. Ltd (Janus), a leading provider of secretarial and other corporate services in Singapore, in successfully setting aside an injunction obtained against them which had required Janus to remove marketing materials it had published on the internet. The substantive claim involved allegations of defamation, conspiracy, unfair trading and inducement of breach of contract.

Harry Elias Partnership LLP has successfully defended Raffles Town Club’s two founding shareholders, Mr. Lawrence Ang and Mr. William Tan in a High Court suit commenced by the Raffles Town Club Pte Ltd (RTC). The suit involved a multitude of claims including allegations of breaches of fiduciary duties, circumvention of sections 162 and 403 of the Companies Act, conspiracy, misfeasance and misapplication of RTC's funds. The trial of the suit lasted 82 hearing days, the longest civil trial in the history of Singapore. RTC's claims were dismissed in their entirety by the High Court. This latest suit adds to the Firm's growing list of the Practice of Firsts.

Harry Elias Partnership LLP 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 LLP 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.

Harry Elias Partnership LLP represented Indonesian Shipowners in two related Arbitrations under the LMAA (London Maritime Arbitrators Association) terms and successfully claimed against charterers for dead freight, interest and costs arising from various breaches of the terms of the floating cranes contract.

Harry Elias Partnership LLP acted for a leading leisure developer Sentosa Development Corporation in respect of the drafting, negotiation and execution of the agreement in relation to the 2009 to 2012 editions of the Barclays Singapore Open which encompassed intricate arrangements involving cash and venue sponsorship; assignment of broadcast, marketing and intellectual property rights; and mechanisms for commission payment The Barclays Singapore Open is a premier world-class professional golf tournament held at Sentosa Golf Cub.

Harry Elias Partnership LLP has represented CEVA Freight (Singapore) Pte Ltd in the sale and lease back of a property at 15 Changi South Street Avenue 2 in Singapore to Mapletree Logistics Trust (MLT) for a consideration of SGD34 million.

Harry Elias Partnership LLP acted for Equinox Offshore Accommodation Limited (EOAL) in respect of the issue of USD34.4 million 20 per cent senior secured callable bonds due 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.

Harry Elias Partnership LLP successfully acted for a number of minority subsidiary proprietors who objected to the SGD500 million collective sale of the condominium development, Horizon Towers. The Singapore Court of Appeal reversed the earlier decisions of the Strata Titles Board and the Singapore High Court and allowed the appeal by the minority represented by the Firm. This landmark decision, not only marks the first time that the Court of Appeal has decided in favour of minority owners in a disputed en bloc sale in Singapore, but also set out the extent of the duties of a sales committee and the responsibility of the Strata Titles Board in an en bloc transaction.

Harry Elias Partnership LLP acted for 3M Singapore Pte Ltd in the sale and vendor financing of its office building and warehouse at Tagore Lane for an undisclosed sum. 3M Singapore is part of the 3M Group which is a global technology company with innovative products and services which include leading brands such as 3M™, Scotch and Post-it.

Harry Elias Partnership LLP recently 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 though 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.

Harry Elias Partnership LLP successfully defended Triple 8 Enterprise Pte Ltd, a leading lifestyle and entertainment industry player, against trademark infringement and passing off action initiated in the Singapore High Court.

Harry Elias Partnership LLP acted for Goodland Group Limited (listed on Catalist) in relation to its rights issue of warrants raising approximately SGD20 million upon the full exercise of the warrants. The rights issue was oversubscribed, with applications for approximately 4 times over the shares available.

Harry Elias Partnership LLP successfully defended Mr. Hashu Shahdadpuri, a leading businessman, in a cross-jurisdictional issue involving a claim by UK Revenue and Customs Services of approximately SGD84 million brought in the Singapore High Court. It was alleged that Mr Shahdadpuri had conspired with various other parties to cheat the UK Revenue and Customs Services in tax rebates and refunds. However the defence was able to demonstrate that the claim was actually in substance an attempt to recover unpaid tax and accordingly it was dismissed by the Singapore High Court as an attempt to enforce a foreign revenue claim here in Singapore.

Harry Elias Partnership LLP 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.

Harry Elias Partnership LLP acted for and successfully defended a leading international developer in relation to a SGD17.7 million claim by one of its main contractors, which represented the largest adjudication application in Singapore under the Building and Construction Industry Security of Payment Act (or commonly known as SOP Act).

Harry Elias Partnership LLP is advising Mainboard-listed Cogent Holdings Limited in respect of, (a) the acquisition of a lease for the proposed construction of a stand-alone, integrated, full-service logistics hub at Tanjong Kling Road for approximately S$138 million and (b) its proposed renounceable, non-underwritten rights issue (on the basis of one rights for every two shares), announced on 12 August 2011. The acquisition amounts to a major transaction under the Listing Manual and accordingly is subject to the approval of the shareholders of Cogent Holdings Limited.

Harry Elias Partnership LLP were legal advisors to Nam Cheong Limited in respect of its successful listing through a reverse takeover of Mainboard-listed Eagle Brand Holdings Limited for a consideration of SGD472 million. Nam Cheong Limited is a Malaysian-based international leading offshore marine group specialising in the building of offshore support vessels and operates one of the largest shipbuilding yards for offshore support vessels in Malaysia. The reverse takeover follows the successful divestment of the operating subsidiaries of Eagle Brand in 2010 in which HEP were also the legal advisors.

Recently advised Tata Chemicals Limited in respect of the acquisition of a 25.1% stake for USD290 million as a strategic investor in a port-based ammonia-urea fertiliser manufacturing complex in the Republic of Gabon, with the remaining stake being held by Olam International Limited and the Republic of Gabon. The project has an estimated costs of USD1.3 billion and is envisaged to be one of the lowest cost urea manufacturing facilities globally. Tata Chemicals is part of the Tata Group which is a multi-national conglomerate company with revenues of about USD67.4 billion and has interests in, inter alia, steel, automobiles, information technology, power and hospitality.

Harry Elias Partnership LLP successfully acted as counsel for the Singapore Land Transport Authority and one of its main contractors in the tribunal hearing of a multi-million dollar ground settlement claim brought before the Land Transport Authority Compensation Board in Singapore under the Land Transport Authority of Singapore Act. This represents the first time such a claim (and of this size) was heard before a fully convened LTA Compensation Board in Singapore.