Capital Markets & Corporate Finance

Renowned for our ability to provide bespoke solutions, our Capital Markets and Corporate Finance lawyers are dedicated to guiding our clients through the complexities of capital markets and corporate finance matters. We have advised our clients on:

 

• Defending Against Hostile Take-Overs
• Take-Overs by Way of Mandatory General Offer
• Recognised Market Operations
• Bonus Issues of Warrants
• RCULs Issuance and Foreign Currency Borrowings
• The Issuance of Sukuks
  
• Issues of Irredeemable Convertible Unsecured Loan Stocks
  
• Receivables-Backed Securitization and Private Debt Securities Issue

With our extensive experience in the capital markets, we work closely with our clients to meet their expectations of, and need for, excellent capital market and corporate finance advisory services. 

• Advising and defending a Malaysian public listed company from a hostile take-over (Ongoing).

• Advising CIMB Bank in relation to the proposed early settlement of a facility and the discharge of security over multiple aircraft that had served as the original security for the facility (Ongoing).

• Advised a group of investors on the take-over of Stella Holdings Berhad, a public company listed on the Main Market of the Malaysian stock exchange by way of a mandatory general offer.

• Advised Bank Negara Malaysia, the Central Bank of Malaysia on the setting up of The International Islamic Liquidity Management Corporation (IILM), an international institution established by central banks, monetary authorities and multilateral organisations namely the central banks and monetary agency of Indonesia, Kuwait, Luxembourg, Malaysia, Mauritius, Nigeria, Qatar, Turkey, the United Arab Emirates and the Islamic Development Bank, to create and issue short-term Shari’ah-compliant financial instruments to facilitate effective cross-border Islamic liquidity management.

• Advised several clients on electronic money payments instruments regime and money services business regime in Malaysia and on payments, remittances, digital assets custody, recognised market operations, personal data protection and customer secrecy in Malaysia.

• Advised several clients on the establishment of Financial Holding Companies (FHC) in Malaysia. Also advised and successfully managed to disenfranchise a FHC for the group of the client concerned.

• Advised ENRA Group Berhad, a public listed company on the Main Market of the Malaysian stock exchange on its bonus issue of warrants. 

• Advised Hibiscus Petroleum Berhad in relation to the Malaysian Foreign Exchange regime for its RCULs issuance and foreign currency borrowings.

• Advised several clients in issues relating to the electronic money payments instruments regime and money services business regime in Malaysia.

• Advised Foris GFS Ltd. and Foris DAX Ltd. on payments, remittances, digital assets custody, recognised market operations, personal data protection and customer secrecy.

• Advised several foundations to be established as well as to comply with the Companies Commission of Malaysia revised guidelines on Ultimate Beneficial Ownership. Foundations in Malaysia are largely established as companies limited by guarantee.

• Advised IMMPACT Sdn Bhd and assisted IIMMPACT to engage with in relation to electronic money licensing and to obtain certain exemptions under the BNM Fintech Sandbox and liaising with BNM and arranging and attending meetings with BNM together with IIMMPACXT and making submissions to BNM for and on behalf of IMMPACT.

• Advised Atlas Blockchain Ventures Sdn Bhd on the application for approval from the Labuan Financial Services Authority for the issuance of crypto currency and dealing with the Labuan Financial Services Authority on behalf of the client and assisting the client to prepare the business plan and the white paper and all other application documents.

• Acted and provided legal opinions for Islamic Financial Services Board (IFSB) as their sole external legal counsel. Writing legal opinions and legal advisories on the implementation and operation of their articles of agreement, their By-Laws and other governing instruments.

• Advised the Islamic Financial Services Board (IFSB) on its HR matters, Council Meetings and General Assembly issues and the appointment of its Assistant Secretary General.

• Advised a Malaysian GLC on the Expression of Interest (EOI) for Proposed Acquisition of Controlling Interest in a financial institution and need for a financial holding company.

• Advised a Malaysian GLC on the disposal of a stake in a financial institution.

• Transaction Counsel advising 2 groups of Syndicated Lenders – involving both Conventional and Islamic Financing, in the recent restructuring of Malaysia Airlines pursuant to the English Court approval for a Scheme of Arrangement (March 2021).

• Advised OCBC Bank Berhad on its RM213.4 Million Loan to Petra Energy Berhad for acquisitions and financing of 3 oil & gas vessels.

• Advised Standard Bank Asia Limited on its US$100 Million Murabahah funding of the cross-border multi-jurisdictions privatisation of Courts Mammoth Malaysia, Singapore, Philippines and UK, an international home furnishing, electrical and lifestyle products chain stores. 

• Advised the International Islamic Liquidity Management Corporation (IILM) on the issuance of its first global sukuk. 

• Advised Malaysian Newsprint Industries Sdn Bhd on its RM1.3 Billion Al-Taqsit Notes issue.

• Advised Mulpha International Berhad on its issuance of RM100 Million Islamic Private Debt Securities with Kafalah to fund Leisure Farm a large-scale mixed development property project in Johor, Malaysia. 

• Advised YTL Cement Berhad on its RM490 Million issue of irredeemable convertible unsecured loan stocks.

• Advised RCE Capital Berhad on its RM420 Million receivables-backed securitization and private debt securities issue.

• Advised RHB Bank Berhad on its RM500 Million Dow Jones-RHB Islamic Malaysia Index Fund.

• Advised CIMB Bank Berhad on its RM1.32 Billion Islamic Kafalah and Project Financing of first Malaysian Government telecommunications private finance initiative funded concession and privatisation project for a nationwide government integration radio network.

• Advised Malaysian Technology Development Corporation, a Government fund, on its US$200 Million first Malaysian Government’s initiated Malaysian Life Sciences Capital Fund out of the Federal Territory of Labuan.

• Advised Standard Chartered Bank on its US$200 Million cross-border Islamic Facility out of Singapore and the Federal Territory of Labuan to fund the construction and development of The Pavilion Kuala Lumpur.

• Advised Kuwait Finance House on its cross-border Murabahah Tawarruq Islamic facility to fund the construction and development of ‘Hong Kong City’ in Chongqing, China.

• Advised HSBC Bank on the Transmile Group Berhad US$115 Million guaranteed redeemable convertible bonds by a Labuan special purpose offshore vehicle with “green shoe” and over-allotment options for the international offering and listing of conversion shares on the Malaysian stock exchange and the dual listing of the convertible bonds on the Hong Kong Exchange and Labuan Financial Exchange.

• Advised YTL Power Finance (Cayman) Limited on its US$125 Million guaranteed exchangeable bonds with over-allotment options for the international offering and listing of conversion shares on the Malaysian stock exchange.

• Advised Multi-Purpose Holdings Berhad on its RM300 Million exchangeable guaranteed bonds.

• Advised MMC Corporation Berhad and Maybank Investment Bank on the RM7.9 Billion Senior Sukuk Programme comprising Islamic Commercial Papers Programme and Medium Term Notes Programme of up to RM600 Million and Islamic Medium Term Notes Programme of up to RM5.6 Billion and Junior Sukuk with an aggregate nominal value of up to RM1.7 Billion by Nucleus Avenue (M) Berhad, a special purpose company wholly owned by MMC Corporation Berhad, to fund the RM9.3 Billion acquisition of Malakoff Berhad (Asian Legal Business Award for 'Asset & Corporate Finance Deal of the Year', 2007).

• Advised Media Prima Berhad and Maybank Investment Bank on the RM300 Million Commercial Papers/Medium Term Notes Programme comprising up to RM170 Million Bank Guaranteed Medium Term Notes Programme and up to RM180 Million of Commercial Papers Programme by Media Prima Berhad.

• Advised Westport Malaysia Sdn Bhd and Maybank Investment Bank on the RM800 Million Sukuk Programme comprising Islamic Commercial Papers Programme and Medium Term Notes Programme by Westport Malaysia Sdn Bhd (Malaysian Rating Corporation Berhad (MARC) ‘Best in Islamic Bond Issue Value’ Award, 2008).

• Advised Kuwait Finance House on its US$500 Million private equity real estate fund out of the Federal Territory of Labuan.

• Advised Kuwait Finance House on its US$500 Million private equity oil palm fund out of the Federal Territory of Labuan.

• Advised RCE Capital Berhad and AmInvestment Bank on the RM1.5 Billion Asset-Backed Securities (ABS) Programme for securitisation of consumer loans receivables by Tresor Assets Berhad, a special purpose vehicle set up by listed RCE Capital Berhad.

• Advised UMW Holdings Berhad and Maybank Investment Bank on the RM800 Million Sukuk Programmes comprising an Islamic Commercial Papers Programme and Medium Term Notes Programme and a Medium Term Notes Programme by UMW Holdings Berhad.

• Advised Asian Finance Bank on the AED87.5 Million Project Financing of a Malaysian company for the Al-Tamouh waste management project in Abu Dhabi.

• Advised Genting Berhad on the RM1.6 Billion Medium Term Note Programme by GB Services Berhad, a subsidiary of Genting Berhad.

• Advised Medi Innovation Sdn Bhd on the RM254.85 Million Issuance of Redeemable Convertible Secured Loan Stocks and Redeemable Convertible Unsecured Loan Stocks by Medi Innovation Sdn Bhd to fund acquisitions of the high-end exclusive chain of Sloane and Astique clinics across Malaysia, Singapore and Hong Kong.

• Advised OSK Trustees Berhad and bondholders on the Port Klang Free Zone dispute, and the rights and powers of OSK Trustees Bhd as the trustees of the RM480 Million, RM595 Million and RM1.455 Billion bonds issued to fund the construction of the Port Klang Free Zone.

• Advised Tiger Synergy Berhad, a public listed company on the Main Market of the Malaysian stock exchange on its capital reduction and rights issue with detachable warrants.

• Advised Stone Master Corporation Berhad, a public listed company on the Main Market of the Malaysian stock exchange on its capital reduction and rights issue with detachable warrants.

• Advised Goldman Sachs International on credit default swaps and total return swaps transactions and various funding structures in relation to transactions with several Malaysian GLCs.

• Advised Maybank Investment Bank on the Ranhill Berhad partially underwritten RM300.0 Million Islamic Murabahah Commercial Papers / Murabahah Medium Term Notes Programme to fund a hospital construction project.

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