Major Projects and Assignments Undertaken

We have an excellent working relationship with various commercial and merchant banks, advising them on general corporate advisory as well as banking and finance transactions.  A selection of our recent assignments is as follows:-

Issuance of Private Debt Securities

• Johor City Development Sdn Bhd’s RM400.0 Million Bank Guaranteed Commercial Papers/Serial Bonds issue (working with Perdana Merchant Bankers Berhad and Affin Discount Berhad);

• Projek Lintasan Kota Sdn Bhd’s RM60.0 Million Revolving Underwriting Facility (working with Alliance Merchant Bank Berhad);

• Tiong Nam Transport Holdings Berhad’s RM45.0 Million Bank Guaranteed Bonds issue (working with Commerce International Merchant Bankers Berhad);

• Kuala Sidim Berhad’s RM100.0 Million CP/MTN Programme (working with Affin Merchant Bank Berhad);

• Besraya Sdn Bhd’s RM180.0 Million CP/MTN Programme (working with AmMerchant Bank Berhad);

• Ekran Berhad’s RM300.0 Million Bonds issue** with 64,285,822 detachable warrants (working with CIMB);

• EP Manufacturing Bhd’s RM150.0 Million, Murabahah Notes Issuance Facility (working with Affin Discount Berhad);

• KPJ Healthcare Berhad’s RM250.0 Million CP/MTN Programme (working with Affin Merhant Bank Berhad);

• Pihak Berkuasa Tempatan Pasir Gudang RM80.0 Million Mudharabah Bonds (working with AmMerchant Bank Berhad)

Corporate Banking & Project Finance

We are well versed in the area of corporate banking, both in respect of bilateral lending and syndicated transactions. This is due to the fact that we are on the panel of almost all the financial institutions in Malaysia. We have also provided advice and assistance to local financial institutions in local and cross-border project finance deals.

Among our recent major assignments are:

• Projek Lintasan Kota Sdn Bhd - the entire project financing (amounting to RM500 Million) of an elevated highway construction project involving a mixture of Islamic and conventional facilities;

• Port of Tanjung Pelepas (PTP) - some aspects of the project financing of PTP;

• Export-Import Bank of Malaysia Berhad – with respect to the construction of a water treatment plant in Vietnam on build-operate-transfer basis.

• Amanah Raya Berhad – in respect of the RM134 million Syndicated Al Bai Bithaman Ajil facility taken by Amanah Raya Berhad as trustee to the KPJ Healthcare Berhad in relation to their Islamic REIT issuance (“KPJ REIT”).

Legal Due Diligence

We undertake due diligence exercises in relation to submissions to the Securities Commission for various types of corporate exercises ranging from public floatation, listing exercise, mergers & acquisitions to fund raising (by way of rights issue, private placement etc).

For mergers and acquisition, we have also been involved in drafting the transactional documents and advising on regulatory compliance vis-à-vis the Companies Act 1965, the Securities Commission Act 1993, the Listing Requirements of Bursa Securities, the Listing Requirements for the MESDAQ Market, the Guidelines issued by the Securities Commission, the Foreign Investment Committee Guidelines and Code on Take-Overs and Mergers 1998.

Among the companies which we have advised are Plastrade Technology Bhd (the first MESDAQ Company from Johor Bahru), Pelangi Publishing Group Bhd, United Kotak Berhad, JPK Holdings Berhad, White Horse Berhad and Takaso Resources Berhad (for listing), Tiong Nam Transport Holdings Berhad, Hirotako Holdings Berhad, United Merchant Group Berhad, Johor Port Berhad, United Kotak Berhad and KPJ Healthcare Berhad (acquisition and fund-raising), Kulim (M) Berhad, Southern Bank Berhad, Lankhorst Berhad, Ye Chui Metal Smelting Bhd, Trutech Holdings Bhd, Johor Port Berhad and Tomypak Holdings Berhad (other corporate exercise). 

Other due diligence assignments 

• acting for Danamodal with respect of the recapitalization of United Merchant Finance Bhd;

• acting for Johor Corporation with respect of the asset exchange agreement between Johor Corporation and Lion Group;

• carried out due diligence investigations on companies in Malaysia for the listing of their parent companies in Singapore;

• carried out due diligence investigations for the purpose of submissions to the Securities Commission with regard to the following unlisted recreational clubs:
   

  	Austin Hills Golf and Country Club Berhad - in respect of the conversion of their licences to share scheme
  	Ayer Keroh Country Club Berhad;
  	Palm Resort Berhad;
  	Ponderosa Golf and Country Club;
  	Tanjung Puteri; and
  	Dalit Bay.

Our most recent transaction involves acting as the legal advisors to KPJ Healthcare Berhad in relation to their Islamic REIT issuance (“KPJ REIT”) which was listed on 10 August 2006. The KPJ REIT is the first Islamic REIT undertaken in the region. We were entrusted to prepare and complete the transaction documents as well as being involved in the process of the Securities Commission submission.