In this issue of Bird & Bird ATMD's Corporate Bulletin, we set out below some of the significant legal developments across the areas of corporate, securities, energy, and banking and financial related laws and regulations in Singapore and beyond. We also highlight some notable deals that we have been involved in as well as our upcoming events for your reference.

Legal Updates

Venture Capital Investment Model Agreements

This is an update following a previous article we published in November last year on the Venture Capital Investment Model Agreements (VIMA) linked here. The launch of the VIMA is to facilitate early stage financing transactions in Singapore.

The VIMA were introduced by the Singapore Academy of Law and the Singapore Venture Capital and Private Equity Association (SVCA) in October 2018 as a response to the rapid growth of VC and PE investments in Singapore and South East Asia.  According to the SVCA, venture capital investments into Southeast Asia totalled US$2.7 billion in 2017 and US$3.2 billion in the first 8 months of 2018.

To read the full article, click here.

 

The Public Markets in Singapore 2018: a summary

2018 is an "annus mirabilis", a year of notable changes to the regulatory landscape of the public markets in Singapore. Various changes were made to the Code of Corporate Governance, the listing manual of the Singapore Exchange Securities Trading Limited and the Securities and Futures Act. These regulations comprise the "holy trinity" of laws and regulations applicable to publicly listed companies. This article highlights these key changes and also summarises some proposed rule amendments which could see implementation in 2019.

To read the full article, click here.

 

Anti-Bribery – what Business needs to know for their operations and investments In Malaysia

There is a new dawn in Malaysia in the fight against corruption. Cynics will say much of the news surrounding 1MDB, FELDA, Tabung Haji Fund and a slew of corruption cases are political in nature and just confined to the public sector. Governance has been weak in the public sector but there is also no denying a large part of public opinion out there thinks it is generally necessary to engage in some form of corrupt practices in emerging economies to get ahead, and Malaysia is no exception.

To read the full article, click here.

 

Insolvency, Restructuring and Dissolution Bill

On 1 October 2018, the Singapore Parliament passed the Insolvency, Restructuring and Dissolution Bill, an omnibus legislation which will consolidate Singapore's personal insolvency, corporate insolvency and restructuring laws, which are currently under separate legislative regimes.

To read the full article, click here.

 

Quick Guide To Distressed M&A

In situations when financing is tight, such as during recessions, corporations face difficulty refinancing existing debt or capitalising their businesses.

When faced with such realities, distressed corporations often turn to M&A transactions as a means of generating capital and exiting from non-performing businesses. In such situations, M&A transactions typically take the form of asset sales rather than mergers or share sales.

To read the full article, click here. 

 

Innovation, Cybersecurity And The Energy Infrastructure

As a vital system in modern society, energy infrastructure is a prime target for adversaries and represents a critical vulnerability deserving of special attention. Energy infrastructure and supply chain often feature prominently as targets to be disrupted or defended in a military campaign, or as a priority for restoration in disaster relief.

To read the full article, click here.

 

New Stamp Duty Remissions Affecting M&A Transactions In Singapore

In this update, we analyse and report on the new Stamp Duties (Agreements for Sale of Equity Interests) (Remission) Rules 2018 effective 11 April 2018, and its implications for M&A transactions in Singapore.

To read the full article, click here.

 

The Belt And Road Initiative (BRI)

In this article, we introduce the Belt and Road Initiative (BRI) and share our insights how this initiative will impact the financing of energy and infrastructure projects and the legal market for M&A.

To read the full article, click here.

 

Beyond The PIC Scheme: Funding For Start-ups In Singapore

YA2018 marked the conclusion of the Singapore Government's Productivity and Innovation Credit (PIC) scheme, which encouraged companies to boost productivity by providing considerable tax incentives. The end of the well-utilised Scheme (used by 85.4% of businesses in 2017) may cause concern to the start-ups and small and medium enterprises which relied on it to support research and development initiatives.

To read the full article, click here.

 

New PDPA Advisory Guidelines on In-Vehicle Recordings By Transport Services For Hire

On 9 April 2018, the Personal Data Protection Commission released a new guidance note on the application of the Personal Data Protection Act 2012 when in-vehicle cameras are used by transport services for hire such as taxi services, private hire car services and private charter bus services. This update highlights some of the main points raised in the Guidelines.

To read the full article, click here.

 

Company Values: Establishing Rules Based Hierarchy

Last month, we published an update on the Singapore Corporate Governance Code and the Singapore Corporate Governance Council’s January 2018 recommendations. Click here to view the full article.

As part of our 2018 series on “Developing an Anti-bribery and Corruption Framework with Risk & Compliance Considerations”, this article contains our recommendations on how companies can establish rules-based approaches to embed corporate values at all levels of stakeholder engagement.

To read the full article on establishing rules based hierarchy, click here.

 

A New Spin To Corporate Governance In Singapore

With the proliferation of new regulations, the onslaught of IT and the explosive pace of work, corporations across all sectors are under pressure to address governance, risk and compliance effectively. Boards and management teams need an operative governance framework to delegate duties, focus on critical areas of risk and provide a system of oversight. However, most of the compliance today falls on the shoulders of a few designated "compliance officers".

To read the full article, click here.

 

The Introduction of Singapore carbon tax

It was announced in the Singapore Budget on 19 February 2018 that Singapore will introduce the planned carbon tax from 2019 to encourage power stations and other large emitters to reduce emissions. This is in part the Government's response to its commitments under the Paris Climate Accord.

To read the full article, click here.

 

Electricity Retail Contracts: enhanced protection and more options for households and small businesses

The liberalisation of Singapore's electricity market paves the way for flexibility and empowers consumers in their choice for electricity consumption. Households are expected to save between 10% to 30% of their annual electricity bills from buying electricity from a retailer with a price plan that best meets their needs and switching away from regulated tariff contacts with SP Services.

To read the full article, click here.

 

Deal Highlights

Tepco Frontier Partners' strategic investment in Singapore energy start-up

Represented Tepco Frontier Partners, a subsidiary of Japan's largest electricity utility, Tokyo Electric Power Company Holdings Inc (Tepco), in its strategic investment in a Singapore energy start up, Electrify.        

Clearbridge Health's Initial Public Offering on the Catalist Board of the Singapore Exchange

Advised as Singapore counsel to Clearbridge Health, on the proposed initial public offering of 88 million shares at 28 cents each on the Catalist board of the Singapore Exchange to raise net proceeds of S$21.4 million to build a business focused on precision medical services.     

Cash Exit Offer for the delisting of Weiye Holdings Limited

Acted for Weiye Holdings Limited in the proposed conditional cash exit offer by the joint financial advisers, for and on behalf of Fine Skill Holdings Limited, for a total consideration of approximately S$127.5 million; and the proposed voluntary delisting of Weiye Holdings from the SGX Mainboard.

Snack Empire Holdings listing on the Hong Kong Stock Exchange

Acted as Singapore counsel to Snack Empire Holdings Limited in its listing on the Mainboard of the Stock Exchange of Hong Kong by way of share offer (the Offering). The Offering consists of 200 million shares in the company (subject to an overallotment option).     

Daehan Steel's acquisition of 50% stake in Angkasa Amsteel

Acted for South Korean steel manufacturer, Daehan Steel in its acquisition of a 50% stake in Singapore-based Angkasa Amsteel involved in the business of steel trading and fabrication and the trading of other building materials, for a consideration of S$26.65 million from Malaysian listed Lion Industries Corp Bhd.

Bison Capital's US$28 Million capital investment in Aqua Expeditions

Advised Bison Capital Partners V, LP on issues of Singapore law in their US$28 million investment in Aqua Expeditions Pte Ltd in October 2018.              

QuEST Global Services acquisition of Mobiliya Technologies

Acted for QuEST Global Services on its acquisition of Mobiliya Technologies via the purchase of 100% of the shares of a Singapore holding company, Agreeya Mobility Pte Ltd, for consideration in excess of US$26.5 million.         

Implementation of Singapore's first utility-scale Energy Storage System

Advised the energy regulator on the implementation of Singapore's first utility-scale Energy Storage System (ESS) testbeds which were awarded to two Singapore-led consortiums.    

Gazelle Ventures's Portfolio Enhancement of greenfield and brownfield biomass projects

Acted for Singapore-based renewable biomass project developer Gazelle Ventures for the convertible loan granted by TRIREC, a private equity fund focused on renewable and clean tech energy, of US$4 million, to be used to enhance Gazelle Ventures' portfolio of greenfield and brownfield biomass projects in Sri Lanka and Australia.  

Eyeota Holdings fund raising via issuance of Series B shares

Advised Eyeota Holdings Pte Ltd on an issue of Series B shares to new and existing investors, to raise funds to reinforce its sales and marketing, product development, technology leadership, and platforms and server management.  

CCRManager's Series A funding for product and functional improvements of its trade financing platform

Acting for fintech company CCRManager, a trade financing platform, in its Series A funding round of S$8.7 million raised from a group of investors, and to be used to boost the product and functional capabilities of its platform for secondary trade loans, which had been developed collaboratively with leading trade finance institutions and the support of the Monetary Authority of Singapore.            

Collaboration between Jones Lang LaSalle and Lendlease for the launch of Propell Asia

Acted for Jones Lang LaSalle (JLL) in its collaboration with Lendlease to launch Propell Asia, the first Singapore-based regional property technology accelerator which will connect start-ups to Asia Pacific's commercial real estate market. Propell Asia is an industry-first collaboration between JLL and Lendlease, two of the world's leading and most recognisable international real estate companies.       

Ocean Sky's renounceable non-underwritten rights cum warrants issue

Acted for Ocean Sky International Limited in its renounceable non-underwritten Rights cum Warrants Issue of up to 162,470,151 new ordinary shares of the company with up to 162,470,151 free detachable warrants.

Ocean Sky International Limited had in August 2018 issued and allotted 105,642,794 new shares and 105,642,794 warrants, and thereby raised net proceeds of approximately S$6.30 million. 

Initial Public Offering of Sim Leisure Group, a theme park developer and operator based in Penang, Malaysia

Acting as solicitors to RHB Securities Singapore Pte Ltd and UOB Kay Hian Private Limited, the Joint Placement Agents, in the initial public offering of Sim Leisure Group Ltd. The preliminary offer document for Sim Leisure Group Ltd. was lodged with the Singapore Exchange Securities Trading Limited acting as agent on behalf of the Monetary Authority of Singapore on 27 December 2018.  

Haitong International Financial Products's subscription of secured and guaranteed structured notes

Acted for Haitong International Financial Products (Singapore) Pte. Ltd. in its subscription for HKD200 million in principal amount of secured and guaranteed structured notes (Notes). The Notes were issued in December 2018 by a family office entity set up by a high net worth individual. 

This article is produced by our Singapore office, Bird & Bird ATMD LLP, and does not constitute legal advice. It is intended to provide general information only. Please contact our lawyers if you have any specific queries.

 

Authors

Ken

Ken Cheung

Partner
Singapore

Call me on: +65 6534 5266
Chow-Marcus

Marcus Chow

Partner
Singapore

Call me on: +65 6534 5266
Seah-Sandra

Sandra Seah

Joint Managing Partner
Singapore

Call me on: +65 6534 5266
Chai-Tay Beng

Beng Chai Tay

Partner
Singapore

Call me on: +65 6534 5266