Editorial: Capital Markets in Singapore
01 October 2007
Ten firms feature in this chapter. Allen & Gledhill LLP dominates the rankings with a formidable eight-lawyer contingent. The firm excels in both debt and equity capital markets. The “fantastic” equity team oversees the listings of companies on the Singapore Stock Exchange, including dual listings in Singapore and on NASDAQ, and gives advice to unlisted companies regarding equity, and related, fundraising for unregistered offerings of shares and options. The “very successful” debt capital markets team’s experience covers stand-alone bond issues, commercial paper programmes, medium-term note programmes and depository receipts, acting for issuers and lead managers and arrangers. Recent highlights include the DBS Bank’s issue of US$900 million upper Tier II floating-rate subordinated notes.
“At the top of the profession”, the “very visible” Tan Tze Gay was deemed “first choice for high-end complex work” by one interviewee. This “responsive, smart and experienced” practitioner has worked on international transactions including debt and equity issues in establishing investment funds. Contributors especially noted her work on fund IPOs. She recently chartered Semiconductor Manufacturing’s US$300 million 6.25 per cent senior notes offering. Managing partner – and board member of the Monetary Authority of Singapore – Lucien Wong also received a great deal of praise. This “elder statesman” of the practice area is known for his remarkable record of highprofile deals, particularly in the international arena. Competitors often highlighted “rising star” Jerry Koh’s experience in real estate investment trusts (REITs). He recently worked on Sime Darby Berhad’s transfer of shares in Jaya Holdings to Nautical Offshore Services. Head of financial services Christina Ong attracted high praise for her “first-class allround practice” which, according to sources, secures her a place as “one of the leaders in Singapore”. She has a number of international transactions in Asia under her belt and advised on the capital reduction exercise of Neptune Orient Lines.
Margaret Chin “shines in debt capital markets”, handling offerings by Singapore statutory boards and local and international corporations. Her asset securitisations work was also pointed out to us. In one recent transaction she worked on CPA Finance (Cayman) Limited’s issue of S$225 million 3.0575 per cent notes, guaranteed by Cathay Pacific Airways. Andrew Lim was complemented on his “thorough, precise” work and Lim Teong Sit, who recently joined the Singapore office from Malaysian firm Shearn Delamore & Co, is a “known and published authority” on Malaysia and Singaporean capital markets. Leonard Ching completes Allen & Gledhill’s showing. Equity work is one speciality for which he comes highly recommended, as is his work on listings on the Singapore Exchange (SGX).
He recently worked on the IPO by Singapore business trust First Ship Lease Trust on that exchange. WongPartnership is one of Singapore’s largest law firms and provides “excellent advice” on Singapore-based capital markets, and is often sought out by local and overseas companies wishing to list on the SGX. The firm is particularly prominent in the securitisation and bonds markets. The firm recently acted for Goldman Sachs on a US$300 million senior note issue by Chartered Semiconductor Manufacturing, while one recent equity deal was Banyan Tree Holdings’ S$424 million IPO. Co-leader of the equity capital markets practice, Raymond Tong was praised as “one of the leading equity capital markets lawyers in Singapore”. His clients have included Pan Ocean, Petra Foods and Macquarie International Infrastructure Fund, acting for issuers, lead managers and underwriters in IPOs comprising Regulation ‘S’ and Rule 144A offerings. Head of the capital markets and finance group, Rachel Eng drew praise throughout our research for her proficiency in equity capital markets and the REIT sector. Eng is in charge of the firm’s China operations and often advises Chinese companies seeking an IPO in Singapore. Hui Choon Yuen is a debt capital markets and structured finance expert, representing both issuers and underwriters. He recently acted for Société Générale in the setting up of a S$1billion structured note programme by Keppel Structured Notes. The “excellent” Ng Wai King’s securities work elicited praise: “He belongs on any capital markets list,” according to one practitioner we interviewed. He advised Merrill Lynch and Prime Partners in Satya Capital’s secondary offering of shares in Singapore Petroleum Corporation Limited. The final practitioner to be listed is Karen Wee. She acted for the managers and arrangers in the commercial mortgage-backed securitisation undertaken for CapitaMall Trust, CapitaCommercial Trust and Ascendas REIT.
Linklaters Allen & Gledhill Pte Ltd (Singapore) is home to two highly recommended practitioners. The firm’s capital markets lawyers were praised for their “visible practice, which focuses on high-end deals” for bodies such as PSA International in Singapore, PLN in Indonesia and Penerbangan Malaysia Berhad in Malaysia. Respondents to our survey also noted the office’s strong links with the Hong Kong branch. The firm recently worked on the listing and offering of shares in PT Berlian Laju Tanker on the SGX. According to contributors, Kevin Wong is a “star” in debt capital markets and he advises issuers and underwriters in a wide range of international capital markets and structured finance transactions throughout the Asia-Pacific region. Dean Lockhart recently joined the firm’s Singapore office from Hong Kong, bringing with him a “stellar reputation”, especially for convertible bonds work across Asia, such as deals for India’s HDFC bank and CNOOC.
Clifford Chance Wong Pte Ltd has maintained a Singapore office for 25 years and it now hosts 30 lawyers advising on English and US law and the capital markets team is involved in many high-end debt and equity capital markets transactions in both Singapore and Hong Kong. The firm recently advised joint lead underwriters UBS and DBS on the Singapore IPO of Babcock & Brown Structured Finance Fund, which raised around S$365.77 million. Crawford Brickley is the “very well recognised” head of Clifford Chance’s Asian capital markets group and offers advice on US law, especially corporate finance and US securities law such as public and private financings involving equity and debt securities. He was involved in the S$354.93 million IPO of Gems TV on the SGX. Joan Janssen is the practice’s “top-flight” UK law expert, whose “extensive experience” in REITs, equity, debt and asset-backed securities is noted, especially her knowledge of the Singapore, Malaysian and Indonesian markets.
Venture Law LLC’s capital markets contingent is “very well known”, especially for its cross-border work, all over Asia and in Australia, Europe and the US. Lock Yin Mei advises issuers and underwriters in IPOs, Rule 144A/Regulation S offerings and private placements. Her work on the equity side is very well respected. She represented Straits Asia Resources Limited in its Rule 144A/Regulation S IPO and listing in Singapore and acted as counsel to the transaction involving Korean mobile phone software company Oniontech Limited’s IPO and listing in Singapore, underwritten by Kim Eng Capital. His colleague Kenny Kwan acts as both issuer’s and underwriters’ counsel on Rule 144A/Regulation S and ADR offerings. He advised Yangzijiang Shipbuilding (Holdings) Ltd in its US$715 million Rule 144A/Regulation S IPO.
Allen & Overy Shook Lin & Bok LLP’s expertise in Asian securitisations is “widely recognised in the Singapore legal community”. The department advised lead arranger Bayerische Hypo- und Vereinsbank in Taiwan’s first auto loan securitisation – a cross-border transaction involving a note issue worth US$119 million. “Top-flight” New York qualified attorney Kenneth Aboud is joint managing partner of the Singapore office and heads the Singapore international financing capital markets practice. His expertise includes REITs, debt and equity transactions and bank regulatory deals. His capital financing work in the energy industry received particular praise.
Latham & Watkins LLP’s “enviable market share” received many compliments. The capital markets department deals with major international capital markets issues and the Singapore office has a significant Indonesian focus. US lawyer and chair of the Singapore and Hong Kong corporate department Michael Sturrock is a “very strong player who attracts a lot of work in Singapore”, according to sources. He acted for the underwriters in the US$164 million IPO by Yanlord Land Group.
Shearman & Sterling LLP has a centurylong track record of capital-raising work and maintains a strong market position today, with a presence in Asia, the US, the UK and Latin America. The firm set up its Singapore office in 1995 to serve companies, governments and financial institutions, with particular attention drawn by other practitioners to its high-yield bonds work, equity IPOs and high-yield debt transactions. It has robust links with other Asian countries such as Malaysia, Thailand, Indonesia and India and is especially busy in industries such as the maritime and REIT sectors. The “very highprofile” Gail Ong is considered “one of Singapore’s top practitioners”. She is known for transactions such as US and international debt and equity offerings by issuers and represented Merrill Lynch and Morgan Stanley in the US$650 million IPO and privatisation of Rayong Refinery PCL, one of the largest IPOs seen in Thailand.
Stamford Law Corporation has a “deservedly high” reputation for equity and debt work and the setting up and registration of investment funds. Recent transactions include Land Transport Authority’s S$500 million bond issue and Temasek Holdings’ strategic stake in Mainboard-listed KS Energy Services. Lee Suet Fern is regarded as “one of the leading capital markets practitioners in Singapore”. She was involved in Singapore Power’s S$6 billion MTN programme.
Milbank Tweed Hadley & McCloy LLP was one of the first US law firms to establish a presence in Singapore and, thanks to its three other offices in Asia, it is able to engage in local and cross-border transactions ranging from IPOs of common stock to ‘shelf ’ offerings of debt securities. David Zemans has been based in the city-state since 1997 and has worked on transactions such as the S$526 million IPO of StarHub, where he acted for the underwriters CSFB and UBS.
