Corporate and Commercial

Our recent notable transactions include:

Mergers & acquisitions

• Advised The University of Nottingham in an acquisition of 66.41% shares held by Boustead Holdings Berhad in The University of Nottingham in Malaysia Sdn Bhd, for a cash consideration in RM equivalent to £23,500,000;
• Advised Sweetmag Solutions (M) Sdn Bhd in its allotment of majority shares to a Malaysian listed entity, GDEX Berhad. The transaction entailed a combination of the following exercises, namely for GDEX Berhad to purchase an agreed percentage of shares in Sweetmag Solutions (M) Sdn Bhd from the existing major shareholder and simultaneously, for GDEX Berhad to subscribe for an agreed percentage of shares in Sweetmag Solutions (M) Sdn Bhd, of which the number of shares ultimately held by GDEX Berhad to be collectively at 51% of the enlarged shares in Sweetmag Solutions (M) Sdn Bhd;
• Advised a UK based private equity fund in a direct acquisition of two Malaysian incorporated companies, primarily involved in the provision of software development marketing, promoting of software and after sales servicing in the oil & gas industry, including advising on regulatory and licensing issues imposed by Petronas;
• Advised a PRC based private equity fund through a Singapore holding company in an indirect acquisition of a group of Malaysian incorporated companies specializing in maintenance, repair and rental of equipment for oil and gas and marine related industries;
• Advised a PRC based private equity fund through a PRC holding company in an indirect acquisition of a German-owned Malaysian subsidiaries specializing in manufacturing of automated equipment and components;
• Advised a leading international sales, marketing and support services group, in an indirect acquisition of a global group of companies specializing in distribution of professional audio- visual products and solution. The acquisition involves 7 jurisdictions, namely Canada, US, Sweden, UK, Netherlands, Singapore, Malaysia and Australia;
• Advised a group of healthcare companies in a disposal to a Japan based private equity fund, including advising on regulatory and licensing issues imposed by the Ministry of Health;
• Advised a Danish company in an indirect acquisition of a foreign-owned Malaysian subsidiary specializing in provision of training in oil and gas and marine related industries;
• Advised a London Stock Exchange listed company in an indirect acquisition of a group of Malaysian incorporated companies primarily involved in pest control and hygiene services;
• Advised on the setting-up, incorporation and shareholding structure in respect of an
  international oil & gas company’s expansion in East Malaysia; and
• Advised on numerous acquisitions of different Malaysian incorporated companies carrying out
  businesses in multiple industries, including, medical services, automotive services, real property and wash and hygiene services.

Capital market transactions

• Advised Kejuruteraan Asastera Berhad, a company listed in the Main Market of Bursa Securities and principally involved in the provision of electrical and mechanical engineering services in Malaysia in a corporate exercise involving share split and bonus issue of up to 881,927,638 warrants;
• Advised Kejuruteraan Asastera Berhad, a company listed in the Main Market of Bursa Securities, in a corporate exercise involving private placement of up to 169,180,000 new ordinary shares, representing 10% of the existing total number of issued shares (excluding treasury shares), to independent third-party investor(s); and
• Advised Axteria Group Berhad, a company listed in Main Market of Bursa Securities, in a corporate exercise involving shares issuance of up to 213,660,000 shares representing approximately 30% of the existing total number of issued shares (excluding treasury shares).

Projects & Infrastructure

• Acted as one of the Malaysian counsel for Trina Solar Investment Pte Ltd tender from Sarawak Energy Berhad for a 71 megawatt (MW) floating solar photovoltaic (FPV) project in Batang Ai, which will constitute the first large-scale FPC project to be built in Sarawak, particularly on the joint venture agreement and other legal matters specific to the Malaysian aspects for the transaction.
• Advised Terminal Bersepadu Gombak Sdn Bhd on its construction of the Gombak Integrated Transport Terminal (with 25 years concession contract) which upon completion, will be a major transportation hub for operations of the eastbound intercity buses and taxis.
• Advised Loken Group on its proposed development of a renewable energy complex, which will cover multiple bio-refineries including the initial phase of a Sustainable Aviation Fuel (SAF) refinery.

Banking & finance

• Advising the foreign shareholders of a Malaysian subsidiary on the financing structure (particularly, the security documents) pertaining to a borrowing from a foreign financial institution, including the relevant application for foreign exchange administration’s approval;
• Advised an international financial institution on a corporate loan of USD25,500,000.00 granted to the borrower based in China secured by assets of the borrower’s Malaysian subsidiaries;
• Advised a UK-based financial institution on a corporate loan in respect of a development loan of GBP22,000,000.00 granted to a UK borrower which is secured by assets of the borrower’s Labuan shareholders; and
• Advised a US-based listed company on accession agreements (in respect of Malaysian legal compliance) in respect of accession of corporate guarantees for £850,000,000.00 credit facility arranged by financial institutions located in various jurisdiction to Malaysian companies.

Commercial transactions

• Advised a Malaysian Peer-to-Peer financing company (one of the first six licence holders approved by Securities Commission as a P2P financing company), with its holding company based in US, particularly in respect of its security documentation and structure;
• Advised a Malaysian-based manufacturer on distributorship agreements with its various Australian-based suppliers of pre-engineered polyurethane building material, composite insulated panel and composite insulated roofing panel;
• Advised the following companies on shareholder agreements, including –
  • A special purpose vehicle company incorporated in Malaysia jointly held by a Malaysian public listed company and a reputable developer to jointly develop parcels of lands in Klang
    Valley;
  • Group of companies controlling a chain of aesthetic clinics primarily involved in the
    business of provision of medical services, consultation and treatment;
  • Various oil & gas equipment, products and service provider companies incorporated in Malaysia, of which the shareholding structure includes Bumiputera participation due to licensing requirements;
  • A special purpose vehicle company incorporated in Malaysia, jointly held a major automotive manufacturer in China and an automotive manufacturing company in Malaysia, for the purposes of carrying out business of designation, research and development, assembly, manufacture and sales of instrument panels, floor consoles and door trims (single part and module) and related components for vehicles in Malaysia; and
  • A technology company of which the shareholders include major venture capitalists from SEA region.

Real estate

• Advising and structuring acquisition and disposal of lands / real property companies including, inter alia, the following transactions –
  • Disposal of multiple estate lands via liquidation process for aggregate value of
    approximately RM150 million;
  • Disposal of adjoining lands in Klang Valley to a property developer in Klang Valley for
    aggregate value of approximately RM150 million;
  • Disposal of real property company in Johor Bahru to foreign investors for $10 million and
    on the structure of the disposal;
  • Disposal of assets / lands of a liquidated company in Klang Valley for consideration sum of
    RM12 million;
  • Acquisition of a parcel of land by a reputable developer in Klang Valley for consideration
    sum of RM10 million; and
  • Disposal of lands in Nilai, Negeri Sembilan for consideration sum of RM2.5 million.

Key Persons: