Factual Matrix in Law

LAWWATCH
EXECUTIVE SUMMARY
WONGPARTNERSHIP ACTS IN
DBS Group Holdings Ltds Acquisition of PT Bank Danamon Indonesia Tbk
CONSTRUCTION
A property developer was restrained from calling on an on-demand
performance bond as the Court of Appeal took the view that the call had
been made unconscionably. The Court took note of the developers complete
silence as to its belief that the contractor had caused the delays on the
building project until the moment it issued the call, and its knowledge that the
causes for the delay and the responsibility for the same were issues that
were hotly contested. It therefore could not be said that it genuinely believed
the contractor to be at fault when it issued the call.
INSOLVENCY
The plaintiff in this case claimed that the liquidator of a company had
wrongfully rejected its bid to purchase certain property of the company. It
sought to sue to liquidator, and the High Court held that leave of court was
required to bring such a claim. This was to ensure that the winding up was
not hampered by unmeritorious claims. The Court granted the leave sought
as the company had already been wound up and no purpose would be
served by refusing leave.
MEDIA / COMPETITION
The IDA recently amended the Code of Practice for Competition in the
Provision of Telecommunications Services. With effect from 9 April 2012,
IDA approval will be required for an acquisition of an interest in a regulated
telecommunications entity that causes the acquirer to cross the 30%
threshold. Transactions involving business trusts and other trusts in the
telecommunications industry will now also come under the ambit of the
Code. The Code has also expanded on the tests used to determine the level
of control that an acquiring party will obtain over a regulated
telecommunications entity.
WongPartnership LLP
This update is intended for your general information only.
It is not intended to be nor should it be regarded as legal advice.
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WongPartnership LLP (UEN: T08LL0003B) is a limited
liability law partnership registered in Singapore under
the Limited Liability Partnerships Act (Chapter 163A).
LAWWATCH
WONGPARTNERSHIP ACTS IN
DBS Group Holdings Ltds Acquisition of PT Bank Danamon Indonesia
The Firm is acting for DBS Group Holdings Ltd (DBS) in relation to the
proposed acquisition of 67.37% of all the issued shares of PT Bank Danamon
Indonesia Tbk (Danamon) through the acquisition of Asia Financial
(Indonesia) Pte. Ltd. (an indirect, wholly-owned subsidiary of Temasek
Holdings (Private) Limited) for an aggregate purchase price of approximately
S$6.2 billion to be satisfied by an issuance of shares by DBS (the
Transaction). Danamon is a leading full-service commercial bank in
Indonesia, with a nationwide presence of approximately 3,000 branch offices
and outlets and approximately 6 million customers.
The Transaction is subject to DBS shareholders approval. The completion of
the Transaction will trigger a mandatory cash tender offer for the remaining
listed shares of Danamon for approximately S$2.9 billion and will make DBS
the fifth-biggest lender in Indonesia, as well as consolidating DBSs position
as a leading Asian bank.
A number of the Firms partners, predominantly from the Corporate/Mergers
& Acquisitions Practice, are acting for DBS and bring a wealth of experience
to the Transaction. The partners involved are Ng Wai King, Elaine Chan,
Chan Sing Yee, Quak Fi Ling, and Khoo Yuh Huey.
Wai King is the Head of the Corporate Group and the Head of the
Corporate/Mergers & Acquisitions Practice and the vast extent of his
experience encompasses mergers & acquisitions, capital markets, financial
services advisory and regulatory work, as well as telecommunications
regulatory and transactional matters. His experience also extends to crossborder transactions where he has advised parties involved in the acquisition
of assets/shares in jurisdictions outside Singapore. For instance, Wai King
was involved in advising Asahi Group Holdings, Ltd. on its acquisition of
Permanis Sdn. Bhd., Navis Capitals disposal of Kings Safetywear to
Honeywell International, and the sale of Invida Group to A. Menarini S.r.l.
Elaine is the Joint Head of the Financial Services Regulatory Practice. Her
main areas of practice are financial services regulatory, compliance and
advisory, regulatory compliance for companies listed on the Singapore
Exchange and corporate governance. Elaine has extensive experience in
regulatory matters, which includes licensing and advisory work covering a
wide range of regulated activities including dealing in securities, trading in
futures contracts, commodity trading, fund management, proprietary trading,
deposit-taking, and carrying on banking business. She advised on Nomuras
WongPartnership LLP
NG Wai King
d: +65 6416 8022
e: waiking.ng@
wongpartnership.com
For more on this partner >
Elaine CHAN
d: +65 6416 8010
e: elaine.chan@
wongpartnership.com
CHAN Sing Yee

d: +65 6416 8018
e: singyee.chan@
wongpartnership.com
QUAK Fi Ling
d: +65 6416 2410
e: filing.quak@
wongpartnership.com

LAWWATCH
acquisition of certain assets of Lehman Brothers International Group in AsiaPacific, this deal was awarded the "Restructuring Deal of the Year" by IFLR
Asia Awards 2009.
Sing Yee is a Partner in both the Corporate/Mergers & Acquisitions and Private
Equity Practices. Her main areas of practice are mergers and acquisitions
(including the sale and purchase of businesses), joint ventures, venture capital,
corporate finance related transactions, and general corporate and advisory work.
Sing Yee acted for Nikko Asset Management Co., Ltd., a subsidiary of Sumitomo
Trust & Banking, as Singapore counsel, in its acquisition of DBS Asset
Management Limited, the asset management arm of DBS Bank Ltd., to create
one of the largest independent asset managers in Asia.
KHOO Yuh Huey

d: +65 6416 2548
e: yuhhuey.khoo@
wongpartnership.com
Fi Ling is a Partner in both the Corporate/Mergers & Acquisitions and Private

Equity Practices. Her main area of practice is mergers and acquisitions.
Matters of significance which Fi Ling has recently been involved in include
acting for Pacific International Lines (Private) Limited (PIL) in connection
with the voluntary delisting of Pacific Shipping Trust (PST) from the
Singapore Exchange, and the exit offer by PIL to acquire all the units of PST,
other than those held, directly or indirectly by PIL.
Yuh Huey is a Partner in the Capital Markets Practice. Her main areas of
practice are debt capital markets, securities offerings, and general corporate
law. Transactions of significance which Yuh Huey has recently been involved
in include advising and acting for Olam International Limited in its issue of
US$250 million 7.5% 10-year fixed rate unsecured bonds and CapitaLand
Limited in its issue of S$1.2 billion 2.88% convertible bonds due 2016, one of
the largest convertible bonds issuance in Singapore.
Other recent matters that the Firm was involved in are:
DESCRIPTION
TYPE
Issue by Ascendas Pte. Ltd. of S$300 million 4.75%

perpetual capital securities, with DBS Bank Ltd.,
Citigroup Global Markets Singapore Pte. Ltd. and
Credit Suisse (Singapore) Ltd as joint lead managers
and bookrunners
Debt Capital
Markets
Bumitama Agri Ltd.s S$243.9 million initial public

offering, with DBS Bank Ltd and The Hongkong and
Shanghai Banking Corporation Limited as the joint
issue managers, bookrunners, and underwriters
Equity Capital
Markets
WongPartnership LLP

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DESCRIPTION
TYPE
Divestment by Hebei Oriental Zhuyun Property

Development Co., Ltd., a subsidiary of Raffles
Education Corporation Limited, of four land parcels in
the Langfang Development Zone, Heibei Province,
PRC to Langfang Fenghe International Golf Club
Co., Ltd
China Practice /
Corporate/Mergers
and Acquisitions /
Corporate
Governance &
Compliance
Joint
venture
agreement
between
Keppel
Telecommunications & Transport Ltd. and the Jilin City
government to develop and operate the Sino-Singapore
Jilin Food Zone International Logistics Park
China Practice
Refinancing of Cargill, Incorporateds (Cargill)

US$1.25 billion multicurrency global syndicated
finance facility, which was Cargills first global
syndication exercise in Asia
Banking & Finance
Joint venture agreement between Singapore-Sichuan

Investment Holdings Pte. Ltd., a Singapore consortium
consisting of Semcorp Development Ltd and certain
subsidiaries of Temasek Holdings (Private) Limited,
and Chengdu Hi-Tech Investment Group Co. Ltd,
which represents the Chengdu government, to codevelop the Singapore-Sichuan Hi-Tech Innovation
Park in the PRC
Corporate/Mergers
& Acquisitions /
China Practice
Mapletree Logistic Trusts issue of S$350 million in

aggregate principal amount of 5.375% perpetual
securities and arranged by Citigroup Global Markets
Singapore Pte. Ltd. and DBS Bank Ltd
Capital Markets
The grant of credit facilities to Ascendas Frasers Pte.

Ltd. (a joint venture company between Ascendas
Land (Singapore) Pte. Ltd. and Frasers Centrepoint
Limited) to, among other things, finance the
development and construction of an integrated
business park facility at Changi Business Park,
where we acted as Lenders counsel
Banking &
Finance/Corporate
Real Estate
WongPartnership LLP

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DESCRIPTION
TYPE
Establishment by Heliconia Capital Management Pte.

Ltd., a subsidiary of Temasek Holdings Limited, of
the SME Co-Investment Fund LP, which seeks to
invest in small-medium enterprises headquartered, or
with significant businesses, in Singapore
Asset Management
& Funds
Sale of Peak Retail Investments Pte. Ltds strategic

interest in RSH Limited to a member of the Al
Futtaim Group, which included a refinancing and
capital reduction exercise undertaken by RSH
Limited in connection with the sale
Corporate/Mergers
& Acquisitions /
Middle East
Practice
Sale by Sincere Holdings Limited of the entire

shareholding in the capital of Sincere Watch Limited
to Be Bright Limited
Corporate/Mergers
& Acquisitions
Pre-conditional voluntary general offer by Frencken

Group Limited, a Singapore-listed manufacturing
company and global high-tech capital and consumer
equipment service provider, for all the issued and
paid up ordinary shares in the capital of Juken
Technology Limited
Corporate/Mergers
& Acquisitions
WongPartnership LLP

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CONSTRUCTION
A court must examine the entire factual matrix of the case to determine if
the facts show that the beneficiary of an on-demand performance bond
had acted unconscionably and without good faith when making a call on
the demand, and if it had, the court would restrain it from making the call:
-- BS Mount Sophia Pte Ltd v Join-Aim Pte Ltd [2012] SGCA 28
(Singapore, Court of Appeal, 9 May 2012)
The Court of Appeal recently considered when it would be unconscionable for
a beneficiary of an on-demand performance bond to make a call on the bond.
The case provides useful guidance as to how the test of unconscionability will
be applied. Tan Chee Meng, SC acted for the successful respondent.
Facts
The Appellant was a property developer and the Respondent was a
contractor. Pursuant to a building contract (Contract), the Appellant
employed the Respondent to construct a residential condominium
development. As required by the Contract, the Respondent provided the
Appellant with an on-demand performance bond (Bond) to secure the
performance of its obligations under the Contract.
To discuss the possible

implications of this for your
business, please contact:
TAN Chee Meng, Senior

Counsel
d: +65 6416 8188
e: cheemeng.tan@
wongpartnership.com
The date specified in the Contract for completion of the building project was 1
January 2010. Extensions granted by the project architect gave a revised
completion date of 4 April 2010. Actual completion was certified as having
taken place on 27 August 2010. The Respondent disagreed with the architects
determination of the project completion date and the revised completion date,
and sought to have him amend them. The architect refused to do so.
On 15 July 2011, the Respondent referred the dispute on the completion date
and the extension of time to arbitration pursuant to the terms of the Contract.
The Appellant did not respond to this reference to arbitration, but on 27 July
2011, it called on the Bond stating that completion had been delayed due to
the Respondent and that it was therefore entitled to liquidated damages.
The Respondent applied to Court for an order restraining the Appellant from
calling on the Bond. It argued that it would be unconscionable to allow the call.
The Test of Unconscionability
The Court noted that unconscionability is one of the grounds on which a court
may restrain a beneficiary from calling on a performance bond. However, the
threshold for establishing a case of unconscionability is a high one. It requires a
WongPartnership LLP

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strong prima facie case of unconsionability to be established. Sufficient reasons

have to be given to the court before it will conclude that there was
unconscionable behaviour on the part of the beneficiary in calling on the bond.
The Court explained that conduct was unconscionable if the court found it to
be so lacking in good faith such that an injunction restraining the beneficiarys
substantive rights was warranted. However, there was no single definition of
unconscionability that could be applied. The elements of behaviour that would
be caught by the label of unconscionability included unfairness, and the
question as to whether or not notice was afforded to the obligor of his alleged
breach before the beneficiarys call on the bond. At the end of the day, the
court would engage in a thorough consideration of the relevant facts as
viewed in the entire context of the case, taking into account the parties
conduct leading up to the call on the bond.
The Entire Factual Matrix Is Considered
The Court examined the entire chronology, and noted the following dates and
events in particular:
For the works to be certified as completed, the electrical portions of the
works had to pass certain tests. In order for the test to be carried out, the
proper electrical connections and cables were necessary. The
Respondent argued that the Appellant and its consultants had been
unable to decide on the necessary power specifications, thereby causing a
delay in the installation of the cables, leading to a delay on the carrying
out of the tests. The Court noted that while the Appellant did not agree
that the fault lay with it, it also did not dispute that the responsibility for the
causes of the delay was hotly contested. Accordingly, there was a clear
question as to whether the Respondent was in breach of its obligations,
and that question was known to the Appellant.
On 4 October 2010, the project architect wrote to the Appellant proposing a
practical completion date of 19 July 2010. The Respondent replied, copying
his reply to several of the Appellants consultants, stating that the Respondent
was agreeable to the practical completion date of 19 July 2010 proposed, on
condition that the date proposed was to determine the maintenance period
only; that it was not to be taken as the actual completion date; and that no
liquidated damages would be incurred as a result of the agreement on the
date. Crucially, there was no reply to this 5 October 2010 email from the
Appellant or, for that matter, from anyone else.
Looking at the entire sequence of events from 4 October 2010 to just
before 27 July 2011, the date the Appellant made a call on the Bond, the
Court noted that at no point during this period did the Appellant indicate
that it believed that the Respondent had delayed completion of the works
WongPartnership LLP

LAWWATCH
and that it was entitled to liquidated damages. It was not until after the
dispute was referred to arbitration did the allegation of delay come up.
Looking at all of the evidence, therefore, the Court noted that it appeared that
the Appellant did not genuinely believe that the Respondent was responsible
for the delay. In this respect, the Court was quick to stress that it was not
determining which party was responsible for the delay but was merely being
alive to the question of whether the Respondent had had a lack of good faith
in calling on the Bond. This, it decided, had been shown on the evidence.
Two further points made by the Court are noteworthy:
The Appellant would have been entitled to call on the Bond even if it had
been mistaken in its position that the Respondent had been in breach so
long as the position was genuinely adopted and the Appellant honestly
believed that this was the case.
The project architect had sent the Respondent an architects direction
which required the Respondent to extend the validity of the Bond, failing
which the Appellant would call on the Bond. The Court noted that it did not
seem proper for the Appellant to demand that the Respondent extend the
validity of the Bond, and threaten to call on the Bond in order to enforce
this demand. It also noted that it seemed even less proper for this
instruction to have come by way of an architects direction.
INSOLVENCY
Leave of court is required to bring an action against a liquidator of a
company in respect of his actions as liquidator.
-- Excalibur Group Pte Ltd v Goh Boon Kok [2012] SGHC 71 (Singapore,
High Court, 5 April 2012)
Facts
The defendant in this case was the liquidator of Kaki Bukit Industrial Park Pte
Ltd (Company). In his capacity as the liquidator of the Company, the
defendant invited parties to tender for the purchase of certain property of the
Company. The plaintiff, Excalibur Group Pte Ltd, submitted two bids. Both
bids were rejected, and the tender was awarded to a third party.
The plaintiff alleged that the defendant and/or his proxies had been paid
secret commissions to award the tender to the winning bidder. It therefore
started an action against the defendant for, among other things, breach of
contract between the plaintiff and the Company and/or breach of the
WongPartnership LLP

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defendants common law duty of care, which he owed to all the bidders of the
property, to treat all bidders fairly and equally.
The defendant filed an application to strike out the plaintiffs statement of
claim on the basis that the plaintiffs causes of action in tort and contract were
time-barred and that the plaintiff failed to obtain leave to commence the
action against him as the liquidator of the Company. The plaintiff then filed a
separate application by way of an originating summons for a declaration as to
whether leave of court is required to commence an action against the
defendant as the liquidator of the Company. The question before the Court
was whether such leave was required; if so, whether leave could be granted
retrospectively; and whether leave should be granted.

CHOU Sean Yu
d: +65 6416 8133
e: seanyu.chou@
wongpartnership.com
Decision
The Court noted that neither the Companies Act nor the Companies (Winding
Up) Rules requires a plaintiff to seek the courts leave before suing a liquidator.
The Court then considered whether there is a common law rule to that effect.
Since there is no case law in Singapore directly on point, the Court examined
the approach taken in other jurisdictions and noted the following:
In Australia, it is settled law that leave of court is required in order to
commence proceedings against a liquidator. The rationale for requiring
leave is to protect the liquidator, who is an officer of the court, from facing
spurious or vexatious litigation and to protect the integrity of the winding
up process.
In England, there is no case law on whether leave of court is required to
commence an action against a liquidator. There is, however, a
requirement for leave to sue a receiver. The rationale for the requirement
for leave appears to be similar to Australia where there is a desire to
protect a court-appointed receiver who is an officer of the court.
In Canada, the Canadian Bankruptcy and Insolvency Act expressly
provides that leave of court is required in order to sue the Canadian
equivalent of a liquidator.
In Malaysia, leave must be obtained in order to bring proceedings against
a liquidator. The rationale for requiring leave is similar to Australia: leave is
required because a court-appointed liquidator is an officer of the court.
Manoj Pillay
SANDRASEGARA
d: +65 6416 8106
e: manoj.sandra@
wongpartnership.com
The Court then held that the Australian and Malaysian position should be
followed in Singapore. It explained that a common law requirement for leave
will promote the objective of ensuring that the winding-up process is
conducted efficiently and expeditiously in the interest of all stakeholders. The
underlying reason for why liquidators are viewed as requiring the courts
protection is that they play a central role in administering the winding-up
WongPartnership LLP

LAWWATCH
process. They should be protected against unmeritorious, frivolous or

vexatious legal proceedings which will cause delays and incur additional
expense to the general body of creditors. For the same reasons, leave of
court may be sought retrospectively.
As for the basis on which leave can be granted, the Court held that all the
facts and circumstances of the case have to be taken into consideration. The
applicant must at least be able to show a prima facie arguable case, but need
not go so far as to show that he will or is likely to succeed. Applications
without any foundation or that are frivolous or vexatious or calculated to delay
proceedings or with an ulterior motive will not be allowed. The stage at which
the proceedings are when such applications are made will also be a very
relevant consideration. Delays in taking out such applications, unless there
are good reasons, will also weigh against an applicant.
Applying these factors to the plaintiffs application, the Court observed that
the Company had already been wound-up. There was, accordingly, no
purpose to be served by withholding leave to commence any action against
the defendant. In these circumstances, there was no need to set the
threshold for leave at a high level. On the basis of the evidence set out before
the Court, the Court found that the plaintiff had a prima facie arguable case
against the defendant, and hence granted the plaintiff retrospective leave to
commence its action against him.
MEDIA / COMPETITION
IDA Implements New Merger Approval Requirements
The Telecommunications (Amendment) Act came into force on 1 February
2012. Pursuant to the changes effected, the Info-Communications
Development Authority of Singapore (IDA) has amended the Code of Practice
for Competition in the Provision of Telecommunications Services (Code) to:
require IDAs approval to be obtained for acquisitions that cause an
acquirer (Acquiring Party) of a Designated Telecommunication
Licensee (DTL) to cross the 30% threshold;
introduce the new concept of Voting Power to take into account an
Acquiring Partys actual control over shareholder votes in a DTL; and
extend the requirement for IDA approval to M&A transactions involving
Designated Business Trusts (DBT) and Designated Trusts (DT).
The changes took effect on 9 April 2012, and will affect proceedings under
the Code commenced or continued after that date.
WongPartnership LLP

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Determining the Level of Control in a DTL
In order to allow the IDA to more accurately determine the level of control a person
has over a DTL, the Code has been amended to incorporate the following:
The concept of Voting Power has been introduced. This takes into account
the Acquiring Partys actual control over shareholder votes in a DTL,
especially through indirect means, regardless of whether a party holds any
direct Voting Shares in the DTL.
The concept of Associates is also new, and takes into consideration
parties who may control or influence the Acquiring Party, or who may be
controlled or influenced by the Acquiring Party.
This approach to determining the level of control in a DTL is in contrast to the
previous framework where the sum of percentages methodology was
applied. Take for example, a situation where A holds 50% of the ownership
interests in B, and B holds 20% of the ownership interests in a DTL.
Previously, A would have been deemed to have a 10% interest in the DTL
(i.e. half of the 20% interest held by B in the DTL). Under the amended Code
however, A would be deemed to have the full 20% interest in the DTL
because A is able to control the full 20% interest held by B in the DTL, by
virtue of As 50% interest in B.
Under the amended Code, therefore, to determine the overall control that an
Acquiring Party has in a DTL, it is therefore necessary to view in totality the
Voting Shares/Voting Power the Acquiring Party and its Associates have
together in a DTL. Where the percentage of overall control that an Acquiring
Party (together with its Associates, if any) has in a DTL crosses certain
specified thresholds, the IDAs approval will be required before the acquisition
can proceed. The triggering thresholds so specified are:
becoming a 12% Controller of a DTL;
becoming a 30% Controller of a DTL;
acquiring any business of a DTL that is conducted pursuant to a
telecommunication licence, or any part of any such business, as a going
concern; and
obtaining Effective Control over a DTL.
10

LAM Chung Nian

d: +65 6416 8271
e: chungnian.lam@
wongpartnership.com
Ameera ASHRAF
d: +65 6416 8113
e: ameera.ashraf@
wongpartnership.com
Each is a separate and distinct trigger event requiring a separate IDA approval
each time they are triggered. Associates of the Acquiring Party (who may not
be directly involved in a transaction involving a DTL) must also obtain the IDAs
approval for that acquisition if their Voting Shares/Units/Equity Interests/Voting
Power in the DTL change as a result of the transaction.
In calculating the percentage of Voting Shares/Units/Equity Interests/Voting
Power in the DTL, a persons control over that DTL will be equal to the level
WongPartnership LLP

LAWWATCH
11
of control held by the penultimate downstream entity so long as there is an

unbroken chain of effective control from it to the DTL.
The introduction of the Voting Power and Associates concepts would
appear to make it easier for Acquiring Parties to breach the prescribed
ownership thresholds. Parties should keep in mind that their indirect interests
in DTLs could result in them being deemed to the equivalent level of Voting
Power in the DTL under the revised Code. This would have an impact on the
relevant approval obligations should they make subsequent acquisitions of
direct interests in the same DTL.
The Approval Process
The timelines for obtaining the IDAs approval for the acquisition have been
streamlined and standardised: the IDAs approval should be sought not more
than 30 days after the M&A agreement is entered into, and not more than 60
days before the completion of an acquisition (60 Day Timeline). Upon
receipt of the Acquiring Parties application, IDAs assessment of the
transaction will be based on the Voting Shares/Units/Equity Interests/Voting
Power held not only by the Acquiring Parties, but also by all relevant
Associates (i.e. those Associates whose Voting Shares/Units/Equity
Interests/Voting Power in the DTL/DBT/DT did not change as a result of the
transaction). After the submission, parties must promptly inform the IDA in
writing of any change, or new or different fact or matter that is reasonably
likely to have a material impact on IDAs assessment of the M&A application.
The approval/rejection of the application will apply to the Acquiring Parties, as
well as all relevant Associates.
While there have been comments that the 60 day Timeline would be
impractical and restrictive from an investment perspective, the IDA has
assured all parties that it will not unduly delay or prolong its review of any
application without good reason. The review timeline will be prolonged where
there is a need to seek industry comments on a transaction or where the
transaction raises novel or complex issues.
Inclusion of Business and Other Trusts
Another major amendment to IDAs M&A framework for the
telecommunications sector is the inclusion of M&A transactions involving
DBTs and DTs. The changes to the framework applicable to DTLs as set out
above will also apply to DBTs and DTs. In addition, to enable the IDA to
oversee acquisitions involving telecommunication systems or assets that
have been placed in business trusts or other forms of trusts, the following
WongPartnership LLP

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12
obligations have been imposed on DBTs, DTs, and their Trustee-manager or

trustee respectively:
The Trustee-manager/trustee must notify the IDA in the event that any
person holds or controls between 5% and 12% of the Units/Equity
Interests or Voting Power respectively in a DBT/DT.
The Acquiring Party must seek IDAs approval:
o for transactions that result in it holding or controlling 12% and 30% of
the Units/Equity Interests or Voting Power respectively in a DBT/DT;
o where he acquires the business of a DBT/DT as a going concern; or
o if he obtains Effective Control of a DBT/DT.
SOME OF OUR OTHER UPDATES

DATE
TITLE
4 April 2012
LawWatch
11 April 2012
LegisWatch: Changes to the Singapore Code on

Take-overs and Mergers
11 April 2012
LegisWatch: MAS Consults on New Regulatory

Capital Requirements for Fund Managers / REIT
Managers and other CMS Licensees
20 April 2012
LawWatch: Financial Services Edition
2 May 2012
LawWatch: Intellectual Property, Media &

Technology Edition
15 May 2012
LawWatch: Corporate Governance Edition
WongPartnership LLP

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13
CONTACT DETAILS
Singapore
WongPartnership LLP
One George Street
#20-01
Singapore 049145
Tel: +65 6416 8000
Fax: +65 6532 5711
WongPartnership LLP
63 Market Street
#02-01
Singapore 048942
Tel: +65 6416 8000
Fax: +65 6532 5722
China
WongPartnership LLP
Beijing Representative Office
Unit 3111 China World Office 2
1 Jianguomenwai Avenue, Chaoyang District
Beijing 100004, PRC
Tel: +86 10 6505 6900
Fax: +86 10 6505 6902
WongPartnership LLP
Shanghai Representative Office
Unit 5006 Raffles City Office Tower
268 Xizang Road Central
Shanghai 200001, PRC
Tel: +86 21 6340 3131
Fax: +86 21 6340 3315
Middle East
WongPartnership LLP
Abu Dhabi Branch
Al Bateen Towers
Building C3 Office 11-01 (P1)
P.O. Box No. 37883
Abu Dhabi, UAE
Tel: +971 2 651 0800
Fax: +971 2 635 9706
WongPartnership LLP
Licensed by the QFCA
Office 12-20
Amwal Tower, West Bay
P.O. Box No. 15397
Doha, Qatar
Tel: +974 4491 2332
Fax: +974 4491 2339
contactus@wongpartnership.com
wongpartnership.com
WongPartnership LLP


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CHAN Sing Yee

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KHOO Yuh Huey

Fi Ling is a Partner in both the Corporate/Mergers & Acquisitions and Private

Issue by Ascendas Pte. Ltd. of S$300 million 4.75%

Bumitama Agri Ltd.s S$243.9 million initial public

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Divestment by Hebei Oriental Zhuyun Property

Refinancing of Cargill, Incorporateds (Cargill)

Banking & Finance

Joint venture agreement between Singapore-Sichuan

Mapletree Logistic Trusts issue of S$350 million in

The grant of credit facilities to Ascendas Frasers Pte.

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Establishment by Heliconia Capital Management Pte.

Sale of Peak Retail Investments Pte. Ltds strategic

Sale by Sincere Holdings Limited of the entire

Pre-conditional voluntary general offer by Frencken

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To discuss the possible

TAN Chee Meng, Senior

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strong prima facie case of unconsionability to be established. Sufficient reasons

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To discuss the possible

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process. They should be protected against unmeritorious, frivolous or

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To discuss the possible

LAM Chung Nian

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of control held by the penultimate downstream entity so long as there is an

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obligations have been imposed on DBTs, DTs, and their Trustee-manager or

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