ADVOCATES & SOLICITORS ASSIGNMENTS 1. BANKING AND FINANCE 1.1 Capital Market - Islamic Financing (g) Advised Sarawak Hidro Sdn. Bhd in the Issuance of Government Guaranteed Islamic Medium Terms Notes of up to RM1 billion nominal value by CIMB Investment Bank Berhad and Maybank Investment Berhad under the shariah principal of Ijarah. Issuance of up to RM5,000 million Islamic debt securities by a special purpose vehicle (the Issuer ) arranged by CIMB Investment Bank Berhad (formerly known as Commerce International Merchant Bankers Berhad) under the principal of Musyarakah with Ekspresway Lingkaran Tengah Sdn Bhd ( ELITE ) acting as the obligor for the issuance. Acted for the Issuer. Issuance of up to RM4,000 million Islamic debt securities by a special purpose vehicle (the Issuer ) arranged by CIMB Investment Bank Berhad (formerly known as Commerce International Merchant Bankers Berhad) under the principal of Musyarakah with PLUS Expressways Berhad acting as the obligor for the issuance. Acted for the Issuer. Issuance of RM3,550 million Islamic debt securities by Projek Lebuhraya Utara-Selatan Berhad (PLUS), arranged by CIMB Investment Bank Berhad (formerly known as Commerce International Merchant Bankers Berhad) under the principal of Musyarakah. Acted for PLUS. Issuance of RM700.0 million Islamic private debt securities by a private limited company in Kuala Lumpur, co-arranged by Aseambankers Malaysia Berhad, CIMB Investment Bank Berhad (formerly known as Commerce International Merchant Bankers Berhad) ( Joint Arrangers ). Acting for Joint Arrangers. Issuance of RM60.0 million Islamic commercial papers/medium term notes by a private limited company in Kuala Lumpur, arranged by Affin Discount Berhad ( Affin ). Acting for Affin. Issuance of Islamic debt securities by Projek Lebuhraya Utara-Selatan Berhad ( PLUS ), arranged by CIMB Investment Bank Berhad (formerly known as Commerce International Merchant Bankers Berhad) under the principal of Musyarakah for the following programmes - i. RM2,260 million nominal value of Zero Coupon Sukuk Series 1; ii. RM2,410 million nominal value of Zero Coupon Sukuk Series 2; and iii. RM4,500 million nominal value of medium term notes programme.
(h) (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) Issuance of RM1.0 billion Islamic bonds by Ranhill Berhad, arranged by CIMB Investment Bank Berhad (formerly known as Commerce International Merchant Bankers Berhad). Acted for Ranhill Berhad. Revolving Istisna Facility of RM3.0 million by Bank Muamalat Malaysia Berhad to Alam Teknokrat Sdn Bhd in Kuala Lumpur. Acted for Bank Muamalat Malaysia Berhad. Issuance of RM695.0 million Islamic bonds under the principle of Istisna by Penang Bridge Sdn Bhd ( Penang Bridge ) and arranged by CIMB Investment Bank Berhad (formerly known as Commerce International Merchant Bankers Berhad). Acted for Penang Bridge. Issuance of RM2,410 million nominal value zero profit serial bonds under the Syariah principle of Bai Bithaman Ajil by Projek Lebuhraya Utara-Selatan Berhad ( PLUS ), arranged by CIMB Investment Bank Berhad (formerly known as Commerce International Merchant Bankers Berhad). Acted for PLUS. Issuance of RM60.0 million commercial papers under the principle of murabahah by M-Trex Corporation Sdn Bhd. Acted for Affin Discount Bhd. Issuance of RM540.0 million secured medium term notes under the syariah contract of Bai Bithaman Ajil by Ranhill Powertron Sdn Bhd. Acted for Aseambankers Malaysia Berhad. Issuance of RM2.5 billion nominal value Sukuk Musyarakah Certificates, by an asset backed securities under the principle of Sukuk Musyarakah by TIME System Integrators Sdn Bhd ( TIME ), arranged by CIMB Investment Bank Berhad (formerly known as Commerce International Merchant Bankers Berhad). Acted for TIME. Issuance of RM1.28 billion Islamic bonds under the syariah contract of Bai Bithaman Ajil by SAJ Holdings Sdn Bhd. Acted for Aseambankers, CIMB Investment Bank Berhad (formerly known as Commerce International Merchant Bankers Berhad) and Bank Islam, as Joint Arrangers. Acted for Joint Arrangers. Issuance of RM150 million nominal value Islamic debt securities under the Syariah contract of Bai Bithaman Ajil by Merbok Hilir Berhad by Bank Islam Malaysia Berhad ( Bank Islam ). Acted for Bank Islam. Issuance of RM140.0 million Islamic bonds under the Syariah contract of Bai Bithaman Ajil by Pesaka Astana (M) Sdn Bhd, arranged by KAF Discounts Berhad ( KAF ). Acted for KAF. Issuance of RM1.5 billion medium term notes under the Syariah contract Murabahah by Putrajaya Holdings Sdn Bhd, arranged by AmMerchant Bank Berhad. Acted for AmMerchant Bank Berhad. Issuance of RM800.0 million Islamic bonds under the syariah principle of Bai Bithaman Ajil by Expressway Lingkaran Tengah Sdn Bhd ( ELITE ), arranged by CIMB Investment Bank Berhad (formerly known as Commerce International Merchant Bankers Berhad). Acted for ELITE. Issuance of RM300.0 million nominal value Islamic commercial papers/medium term notes under the Syariah contract Murabahah by 2
Ranhill Berhad, arranged by Standard Chartered Bank (M) Berhad. Acted for Ranhill Berhad. (u) (v) (w) (x) (y) (z) (aa) Issuance of RM130.0 million commercial papers/medium term notes under the Syariah contract of Murabahah by ACP Industries Berhad. Acted for ACP Industries Berhad. Term Loan Facility of RM50.0 million under the Syariah contract of Bai Bithaman Ajil granted by Bank Pembangunan Malaysia Berhad to Atlas One Malaysia Sdn Bhd. Acted for AtlasOne Malaysia Sdn Bhd. Issuance of RM2.26 billion Islamic bonds under the Syariah contract of Bai Bithaman Ajil by Projek Lebuhraya Utara-Selatan Berhad ( PLUS ), arranged by RHB Merchant Bank Berhad. Acted for Projek Lebuhraya Utara-Selatan Berhad. Issuance of RM680.0 million Islamic bonds under the Syariah contract of Bai Bithaman Ajil by SAJ Holdings Sdn Bhd. Acted for SAJ Holdings Sdn Bhd. Issuance of RM785.0 million Islamic bonds under the Syariah contract of Bai Bithaman Ajil by Penang Bridge Sdn Bhd ( Penang Bridge ), arranged by Amanah Short Deposits Berhad, Affin Discount Berhad and Bank Islam Malaysia Berhad, as Co-Arrangers. Acted for Penang Bridge. Issuance of up to RM1.460 million Islamic bonds under the Syariah contract of Bai-Bithaman Ajil by Senai - Desaru Expressway Berhad. Acting for the Issuer. Issuance of RM3.0 billion nominal value Sukuk Musyarakah Certificates by an asset backed securities under the principle of Sukuk Musyarakah by a private limited company in Kuala Lumpur. (bb) Issuance of RM175.0 million combined Islamic commercial papers/medium term notes (under principle of murabahah) and bonds under the Syariah contract of Bai Bithaman Ajil by a private limited company in Johor. Acting for the Issuer. (cc) (dd) (ee) (ff) Issuance of RM1,723 million Islamic bonds under the syariah contract of Bai Bithaman Ajil by a private limited company in Kuala Lumpur. Acting for the Issuer. Term Loan Facility of RM50.0 million under the Syariah contract of Bai Bithaman Ajil granted by Bank Pembangunan dan Infrastruktur Malaysia Berhad to Atlas One Malaysia Sdn Bhd. Acted for Atlas One Malaysia Sdn Bhd. Completed. Club Deal Arrangement between Bank Kerjasama Rakyat Malaysia Berhad (Berjangka-i Facility under the concept of Bai Al-Inah of RM45,000,000.00) and Bank Pembangunan Malaysia Berhad (Term loan facility of up RM50,000,000.00) for total financing amount of RM95,000,000.00. Structured Term Financing facility of up to maximum amount of RM244,000,000.00 under the Shariah principle of Ijarah Mawsufah Fi Zimmah ( Ijarah ) granted by Malaysia Building Society Berhad. 3
(gg) (hh) (ii) (jj) (kk) (ll) Conversion a Line of Pre-Shipment and Post-Shipment Supplier Credit Facility into a Line of Islamic Financing for Pre-Shipment and Post-Shipment Supplier Financing-i of USD3 million under the Shariah concept of Murabahah for Pre-Shipment Financing and an additional Line of Pre-Shipment and Post-Shipment Supplier Financing-i amounting of USD2 million under the Shariah concept of Bai Al-Dayn in respect of the Post-Shipment Financing granted by Export-Import Bank of Malaysia Berhad to Whitex Garments Sdn Bhd; Commodity Murabahah Term Financing-i banking facility of up to RM310,000,000.00 granted by Maybank Islamic Berhad. Overseas Project Financing-i Facility in the aggregate of up to USD29,000,000.00 only under the Shariah principle of Murabah ( Murabahah ) granted by Export-Import Bank of Malaysia Berhad. Berjangka-i Facility or also known as Term Financing-i Facility under the Shariah principle of Bai Al-Inah of up to RM3,430,000.00 and Bank Guarantee-i Facility under Shariah principle of Al-Kafalah of up to RM70,000.00 and convertible into Berjangka-i Facility or also known as Term Financing-i Facility under the Shariah principle of Bai Al-Inah granted by Bank Kerjasama Rakyat Malaysia Berhad. Berjangka-i 1 Facility or also known as Term Financing-i 1 Facility under the Shariah principle of Bai Al-Inah of up to RM10,000,000.00 and Bank Guarantee-i Facility under Shariah principle of Al-Kafalah of up to RM81,500,000.00 and convertible into Berjangka-i 2 Facility or also known as Term Financing-i 2 Facility under the Shariah principle of Bai Al-Inah granted by Bank Kerjasama Rakyat Malaysia Berhad. Issuance of RM2.5 billion nominal value Sukuk Musyarakah Certificates, by an asset backed securities under the principle of Sukuk Musyarakah by a private limited company in Kuala Lumpur. Acting for the private limited company. (mm) Issuance of Islamic Medium Term Notes via an Islamic Term Notes Programme of up to RM1.0 billion in Nominal Value Guaranteed by the Government of Malaysia. 1.2 Non- Islamic Capital Market Instruments Issuance of USD220.0 million guaranteed notes by Ranhill (L) Limited, arranged by ABN Amro and CIMB(L) Limited. Acted for Ranhill (L) Limited (as Issuer), Ranhill Berhad and Ranhill Engineers (as guarantors). Issuance of redeemable secured serial Islamic debt securities under the Syariah principle of Bai Bithaman Ajil in the face amount of RM2,143,062,500.00 by Senai Desaru Expressway Berhad ( SDE ), arranged by Aseambankers Malaysia Berhad. Acted for SDE. Issuance of commercial papers and/or medium term notes in the nominal value of up to RM401.0 million by SDE Land Sdn Bhd ( SDE ), arranged by CIMB Investment Bank Berhad (formerly Commerce International Merchant Bankers Berhad). Acted for SDE Land Sdn Bhd. 4
(g) (h) (i) (j) Issuance of RM100.0 commercial papers/medium term notes by Pembangunan Bandar Mutiara Sdn Bhd, arranged by Affin Discount Bhd ( Affin ). Acted for Affin. Issuance of RM120.0 million secured commercial papers/medium term notes by Pasaraya Hiong Kong Sdn Bhd, arranged by Affin Discount Berhad ( Affin ). Acted for Affin. Issuance of RM3.8 billion bonds by Projek Lebuhraya Utara Selatan Bhd ( PLUS ). Acted for PLUS. Issuance of RM2.9 billion bonds by Hartanah Lintasan Kedua Sdn Bhd, arranged by CIMB Investment Bank Berhad (formerly known as Commerce International Merchant Bankers Berhad). Acted for Hartanah Lintasan Kedua Sdn Bhd. Issuance of commercial papers and medium term notes of up to RM1 billion by a public listed company in Kuala Lumpur. Acting for the Issuer. Issuance of RM650 million subordinated bond by Affin Bank Berhad. Acted for Affin Discount Berhad. Issuance of RM40 million commercial papers by a private limited corporation in Kuala Lumpur. Acting for Affin Discount Bhd. 1.3 Conventional Banking, Debt Restructuring and Secured Financing (g) (h) (i) Acted for the customer in relation to the term loan totalling RM93.173 million granted by Bank Pembangunan Malaysia Berhad. Restructuring of debt of a public listed company and its subsidiaries. Acted for Export-Import Bank of Malaysia Berhad. A bridging loan facility of up to RM170.0 million granted by Malayan Banking Berhad to Ranhill Berhad ( RB ). Acted for RB. A term loan facility of up to RM60.0 million granted by Malayan Banking Berhad to Ranhill Berhad. Acted for Ranhill Berhad. A general banking facility of USD30.0 million granted by AmBank (M) Berhad ( AmBank ) to an established offshore company in the oil and gas industry. Acted for AmBank. A term loan facility of RM183.0 million by the Government of Malaysia to Penang Bridge Sdn Bhd ( Penang Bridge ). Acted for Penang Bridge. A bridging loan facility of RM1,006 million granted by CIMB Bank Berhad (formerly known as Bumiputra-Commerce Bank Berhad) to PLUS Expressways Berhad ( PEB ). Acted for PEB. A term loan facility of RM3.0 billion granted by Lembaga Kumpulan Wang Simpanan Pekerja to Sarawak Hidro Sdn Bhd ( SHSB ). Acted for SHSB. A bridging loan facility of RM210.0 million granted by CIMB Bank Berhad (formerly known as Bumiputra-Commerce Bank Berhad) to PLUS Expressways Berhad ( PEB ). Acted for PEB. 5
(j) (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) (v) (w) A term loan facility of RM100.0 million to a private limited company in Malaysia, arranged by Aseambankers Malaysia Berhad, CIMB Investment Bank Berhad, Affin Bank Berhad (as Co-Arrangers). Acting for Co-Arrangers. Term Loan Facility of RM49,680,000.00 from CIMB Bank Berhad (formerly known as Bumiputra-Commerce Bank Berhad) ( CIMB ) to Pendinginan Megajana Sdn Bhd. Acted for CIMB. Term Loan Facilities of RM16.1 million from CIMB Bank Berhad (formerly known as Bumiputra-Commerce Bank Berhad) ( CIMB ) to Metacorp Porperties Sdn Bhd. Acted for CIMB. Banking Facilities from CIMB Bank Berhad (formerly known as Bumiputra-Commerce Bank Berhad) ( CIMB ) to Ho Hup Construction Berhad comprising multi option line facilities of RM20.0 million and revolving credit facilities of RM 5 million. Acted for CIMB. Term Loan Facility of RM1,170 million by Pensions Trust Fund Council (KWAP) to Aircraft Business Malaysia Sdn Bhd ( ABM ). Acted for ABM. Term Loan Facility of USD550.0 million by the Government of Malaysia to Aircraft Business Malaysia Sdn Bhd (ABM). Advised ABM on the back to back notes issuance facility of USD550 million between the Government of Malaysia and Citibank NA and guaranteed by Export-Import Bank of America. Bridging Loan Facility of USD550.0 million by Citibank NA to Aircraft Business Malaysia Berhad ( ABM ). Acted for ABM. Term Loan Facility of RM62.0 million from Bumiputra-Commerce Bank Berhad ( BCBB ) to Keretapi Tanah Melayu Berhad. Acted for BCBB. Term Loan Facility of RM212.0 million from Government of Malaysia to Projek Lebuhraya Utara-Selatan Sdn Bhd ( PLUS ). Acted for PLUS. Term loan of RM1,650 million granted by the Government of Malaysia Negotiating, to Projek Lebuhraya Utara-Selatan ( PLUS ). Acted for PLUS. Term loan granted by the Government of Malaysia in the amount of RM300.0 million to Expressway Lingkaran Tengah Sdn Bhd ( ELITE ). Acted for ELITE. Term loan facility of RM450.0 million granted by the Government of Malaysia to Cyberview Sdn Bhd. Acted for Cyberview Sdn Bhd. Term loan facility of RM500.0 million granted by Bank Pembangunan Malaysia Berhad to Cyberview Sdn Bhd. Acted for Cyberview Sdn Bhd. Syndicated loan facility in the amount of USD10.0 million by Bank Industri Malaysia Berhad and Malaysian French Bank Berhad granted to the Vietnam Posts and Telecommunications for the purchase of digital telephone exchanges and associated transmission equipment. Acted for Bank Industri Malaysia Berhad. 6
(x) (y) (z) (aa) (bb) (cc) (dd) (ee) (ff) (gg) (hh) (ii) (jj) (kk) Term Loan Facilities of USD500.0 million granted by Japan EXIM to Bank Industri under the Miyazawa Plan. Acted for Bank Industri. Term Loan Facility of RM1,243,600,000.00 by Lembaga Kumpulan Wang Simpanan Pekerja to Assets Global Network Sdn Bhd. Acted for Assets Global Network Sdn Bhd. Term Loan Facility of USD50.0 million granted by CIMB Bank (L) Berhad (formerly known as Bumiputra-Commerce Bank (L) Ltd) to Ranhill Berhad. Acted for Ranhill Berhad. Term Loan Facility of RM50.0 million granted by CIMB Bank Berhad (formerly known as Bumiputra-Commerce Bank Berhad) to Ranhill Corporation Sdn Bhd ( RC ). Acted for RC. Multi trade facilities of USD50.0 million granted by DBS Bank Limited (S) to KIC Oil & Gas Ltd Labuan ( KIC ). Acted for KIC. Multi trade facilities of USD50.0 million granted by Standard Chartered Bank Offshore Labuan to KIC Oil & Gas Ltd, Labuan ( KIC ). Acted for KIC. Debt restructuring facility of RM1,850,000.00 of Top Empire Sdn Bhd by Bank Industri & Teknologi Berhad. Acted for Bank Industri & Teknologi Berhad. Multi trade facilities of USD25.0 million granted by ING Wholesale Bank, Singapore to KIC Oil & Gas Limited, Labuan ( KIC ). Acted for KIC. Multi trade facilities of USD60.0 million granted by Societe Generale, Singapore to KIC Oil & Gas Limited, Labuan ( KIC ). Acted for KIC. Multi trade facilities of USD30.0 million granted by AmBank (M) Berhad to KIC Oil & Gas Limited, Labuan ( KIC ). Acted for KIC. Term loan facility in the maximum principal amount of RM365.0 million to SDE Land Sdn Bhd, co-arranged by Aseambankers Malaysia Berhad and Standard Chartered Bank (M) Berhad. Acted for SDE Land Sdn Bhd. Term Loan Facility of RM30.0 million by CIMB Bank Berhad (formerly Bumiputra-Commerce Bank Berhad) ( CIMB ) to Asia Petroleum Hub Sdn Bhd. Acted for CIMB. A term loan facility under the Buyer Credit Facility in the maximum aggregate principal amount of USD10.0 million granted to a Maldivian company, Reethi Rah Resort Private Limited to part finance the construction of a luxury resort located on the Island of Medhufinolhu, in Kaafu Atoll of the Republic of Maldives by Export- Import Bank of Malaysia Berhad ( EXIM ). Acted for EXIM. A term loan facility under the Supplier Credit Facility in the maximum aggregate principal amount of USD5.0 million granted to Binaan Tepat to part finance the construction of resort in the Republic of Maldives by Export-Import Bank of Malaysia Berhad ( EXIM ). Acted for EXIM. 7
(ll) Term loan facility of RM50.0 million under the Syariah contract of Bai Bithaman Ajil granted by Bank Pembangunan dan Infrastruktur Malaysia Berhad to Atlas One Malaysia Sdn Bhd. Acted for Atlas One Malaysia Sdn Bhd. (mm) Banking facilities from Bumiputra-Commerce Bank Berhad ( BCBB ) to Ho Hup Construction Berhad comprising multi option line facilities of RM20.0 million and revolving credit facilities of RM5.0 million. Acted for BCBB. (nn) (oo) (pp) (qq) (rr) (ss) (tt) Al-Ijarah Facility of RM36,060,000.00 granted by Bank Industri & Teknologi Malaysia Berhad to a private limited company in Malaysia. Acting for Bank Industri & Teknologi Malaysia Berhad. 2005 and ongoing. Term Loan under Overseas Project Financing Facility up to the maximum aggregate principal amount of USD6 million granted by Export-Import Bank of Malaysia Berhad. Term Loan under Overseas Project Financing facility of up to the maximum aggregate principal amount of USD28.525 million granted by Export-Import Bank of Malaysia Berhad. Restructuring Facility on the Existing Indebtedness amounting of USD2,152,058.23 granted by Export-Import Bank of Malaysia Berhad. A term loan facility in the maximum aggregate principal amount of RM11.5 million granted by Bank Pembangunan Malaysia Berhad to Tadmax Sdn Bhd; An overseas project financing facility of up to the maximum aggregate principal amount of US Dollars Thirty Seven Million (USD37,000,000.00); and an overseas project financing facility of up to the maximum aggregate principal amount of US Dollars Forty Three Million (USD43,000,000.00) granted by the Export-Import Bank of Malaysia Berhad to Markmore Energy (Labuan) Limited; Facilities in the maximum aggregate amount of RM154 million comprising Term Loan Facility of RM119 million, Letter of Credit Facility of RM119 million, Revolving Credit Facility RM10 million, Overdraft Facility of RM5 million, Bank Guarantee Facility of RM20 million granted by CIMB Bank Berhad:- 1.4 Islamic Banking Advised Maybank Islamic Berhad for the Commodity Murabahah Term Financing-i banking facility up to Ringgit Malaysia Three Hundred and Ten Million (RM310,000,000.00) under the shariah principle of Murabahah. Acted for the customer, for the Penyambung-I Facility of RM133.0 million granted by Bank Kerjasama Rakyat Malaysia. Acted for the customer for the club deal arrangement comprising Ba Istisna Faciliities of Bai' Istisna Facilities of RM179,092,500 granted by Bank Pembangunan Malaysia Berhad and Bai' Istisna Facilities of RM91,200,000 granted by Malaysia Building Society Berhad 8
Supplier Financing i-faciltiy of RM100.0 million to a government linked company. Acted for Export-Import Bank of Malaysia. 1.5 Project Finance (g) (h) A syndicated project financing facilities of up to RM667.5 million comprising of Islamic and conventional facilities granted to Ranhill Powertron II Sdn Bhd ( RPII ) in relation to the design, construction, operation, maintenance and ownership of a 190MW combined-cycle gas turbine power plant located in Sabah. Acted for RPII. USD92.0 million term loan and guarantee facilities forming part of the US680.0 Million syndication project finance facilities in respect of the development, construction and operation of the 1,000 MW Power Project in Santa Rita, Batangas City, Philippines by First Gas Power Corporation arranged by ABN-Amro Bank N.V, Bank of Tokyo- Mitsubishi Limited and Westdeutsche Landesbank Girozentrale. Foreign Legal Advisors involved were Chadbourne & Parke LLP Skadden, Arps, Slate, Meagher & Flom LLP. USD30.0 Million term loan facility forming part of the syndication project finance facilities of USD260.0 million in respect of the design, engineering, procurement and construction of a new millisecond catalytic cracker in the Turkmenbashi Refinery in Turkmenistan arranged by Bayerische Landesbank Girozentrale. Guarantee Facility granted by Malaysian Export Credit Insurance Berhad to Myanmar Oil and Gas Enterprise in respect of the syndicated financing facilities of USD131.0 million for the design, development, construction and completion of the Yetagun gas field facilities in Myanmar arranged by Mitsubishi Corporation. USD15.0 million term loan facility forming part of approximately USD50.0 million syndication project finance facilities in respect of the re-development and upgrading of a luxury resort located in the Island of Medhufinolhu, in Kaafu Atoll of the Republic of Maldives. Representing Eximbank in respect of the granting of a loan facility in the amount of USD35.0 million to the Royal Government of Cambodia for the construction and refurbishment of Patrol Craft. USD4.25 million term loan facility from Export-Import Bank of Malaysia Berhad ( EXIM ) to Turquoise Pte Ltd for the development of the resort island known as Dhonakulhi Marina and Sap Resort on the Island of Dhonahulhi, Maldivies. Acted for EXIM. Term Loan Facility of USD15.0 million from Export-Import Bank of Malaysia Berhad ( EXIM ) to Group 5 International Investment Ltd for the development project Guizhou province and Chengdu Sichuan province, China. Acted for EXIM. 1.6 Shipping Finance A bank guarantee facility granted to Port Shipyard Engineering Sdn Bhd amounting to USD26.0 million for the purpose of financing the construction, commissioning and delivery of 10 units of fast aluminium ferry by Bank Pembangunan Malaysia Berhad ( BPMB ). Acted for BPMB. 9
A term loan facility granted to Tuah Tankers Marine Sdn Bhd amounting to RM23.5 million under the principle of Bai Bithaman Ajil for the purchase of a (DWT) chemical tanker by Bank Pembangunan Malaysia Berhad ( BPMB ). Acted for BPMB. A term loan facility granted to Sultans of the Seas Marine Taxis Private Limited amounting to USD800,000.00 for the construction of 2 units of 60-seater passenger ferries in Republic of Maldives by Export- Import Bank of Malaysia Berhad ( EXIM ). Acted for EXIM. Term Loan facility of RM2.0 million granted by Bank Industri & Teknologi Berhad to Fast Meridien Sdn Bhd. Acted for Bank Industri. Ijarah Facility of RM36,060,000.00 by Bank Industri & Teknologi Berhad to Malaysian Towage & Transport Sdn Bhd. Acted for Bank Industri & Teknologi Berhad. Term Loan facility of RM38.0 million granted by Bank Industri & Teknologi Berhad to Gagasan Jakti Sdn Bhd in Kuala Lumpur. Acting for Bank Industri & Teknologi Berhad. 2005 and ongoing. 2. RETAIL AND TRADE LOAN Retail Banking work undertaken encompass property financing on the Syariah principle of deferred sale or Bai' Bithaman Ajil as well as conventional property financing such as term loan and overdraft facilities for completed and under construction residential and commercial properties. Apart from property financing and bridging loans, we have also undertaken until completion documents for Trade and Business Financing granted to corporations such as Working Capital Facility for pre-operating cost, Trade Finance facility for asset acquisitions, export and import, Revolving Credit Facility for contract financing and Bank Guarantee Facilities. We are on the panel of several major banks in Malaysia including but not limited to Malayan Banking Berhad, CIMB Bank Berhad (formerly known as Bumiputra-Commerce Bank Berhad), RHB Bank Berhad, Bank Islam Malaysia Berhad, Bank Muamalat Malaysia Berhad and Commerce Tijari Bank Berhad. 3. CORPORATE FINANCE 3.1 Initial Public Offerings Initial public offering of Ranhill Berhad, involving inter alia advisory on matters relating to securities and regulatory requirements and undertaking the due diligence exercises. Initial public offering Ranhill Utilities Berhad, involving inter alia advisory on matters relating to securities and regulatory requirements and undertaking the due diligence exercises. Conducted due diligence for the initial public offerings undertaken by Projek Lebuhraya Utara-Selatan Berhad. Advised the private companies which are desirous of undertaking initial public offerings exercise on the statutory and regulatory requirements pertaining to such exercise. 10
3.2 Issuance of securities Issuance of up to nominal value of RM965.0 million irredeemable convertible unsecured loan stocks by Senai - Desaru Expressway Berhad. Acting for the Issuer. Redemption of irredeemable unsecured loan stock by a private limited company by the issuance of redeemable preference shares. Issuance of RM60.0 million redeemable convertible cumulative preference shares by Keretapi Tanah Melayu Berhad to the Minister of Finance Incorporated. Issuance of RM100.0 million nominal value of convertible secured loan stocks by Cement Industries Malaysia Berhad to the lenders of its subsidiary, as part of the subsidiary s debt restructuring scheme. Issuance of RM80.0 million Islamic redeemable convertible preference shares by a private limited company to State Development Economic Corporation. The exercise was aborted. Issuance of RM60.0 million replacement warrants by ACPI Industries Berhad. 3.3 Capital reduction Acted for Nippo Mechatronics Parts Malaysia Sdn Bhd, a company owned by a corporation established in Japan in capital reduction involving preference shares. 4. MERGERS AND ACQUISITION 4.1 Mergers Merger of insurance business undertaken by an insurance company, Tahan Insurance Berhad. Conditional partial general offer by Ranhill Berhad to the shareholders of Ranhill Utilities Berhad. Reverse take over of Ranhill Power Berhad (formerly known EPE Power Berhad) by Ranhill Berhad by injecting an equity interest in Powertron Resources Sdn Bhd, acquired from Times Engineering Berhad. Unconditional take-over offer by Lembaga Tabung Amanah Warisan Negeri Terengganu ( LTAW ) and Pembinaan PTB Sdn. Bhd. and Parties in Concert with LTAW in a public listed company. Voluntary offer from Ranhill Berhad to acquire shares not already owned in Ranhill Power Berhad. Privatisation of Ranhill Berhad. 11
4.2 Acquisition and Restructuring Exercises (g) (h) (i) (j) (k) (l) (m) Advised and assisted Markmore Sdn Bhd and Sumatec Berhad in the acquisition of therakushechnoye oil field in Karakiyan District of the Mangistau Oblast, Republic of Kazakhstan. Advised TDM Berhad, a public listed company in its acquisition of equity interests in Indonesian companies, which own oil palm plantations in West Kalimantan, Indonesia. Advised the State Government of Terengganu and its investment arm in the acquisition of a bio-mass project. Acquisition of a shopping complex of RM465.0 million (owned by a subsidiary of a public listed company) via an acquisition of shares in the company. Acted for the acquirer and ongoing. Acquisition of equity interests of the remaining ordinary shares of in Ranhill Power Sdn Bhd by Ranhill Berhad. Acted for Ranhill Power Sdn Bhd. Acquisition of equity interests of the remaining ordinary shares of in Ranhill Utilities Berhad by LOSB Cayman Ltd and Ranhill Berhad. Acted for LOSB Cayman Ltd and Ranhill Berhad. Restructuring of Ranhill Utilities group of companies, which include (i) in the incorporation of Ranhill Water Technologies (Cayman) Ltd and Ranhill Water Technologies (Hong Kong) Ltd, (ii) the acquisition of companies by Ranhill Water Technologies (Cayman) Ltd of Ranhill Water Technologies Sdn Bhd and Ranhill Water Technologies (Hong Kong) Limited and the acquisition of companies by Ranhill (Hong Kong) Ltd of Ranhill (Nanchang) Wastewater Treatment Co. Ltd, Ranhill (Hefei) Wastewater Treatment Co. Ltd, and Ranhill (Xin Xiang) Wastewater Treatment Co. Ltd. Acted for Ranhill Utilities group of companies. Preparation of the application to the Foreign Investment Committee for consent for the acquisition of the entire interest in Ranhill Water Technologies Sdn Bhd by Ranhill Water Technologies (Cayman) Ltd. Acted for Ranhill Utilities group of companies. Acquisition of equity interests in corporations incorporated in the United States of America by TM Berhad pursuant to a liquidation exercise. Acquisition of an equity interest by Cement Industries Malaysia Berhad in Negeri Sembilan Cement Industries Sdn Bhd from Perbadanan Kemajuan Negeri Sembilan and a foreign entity, Halla Corporation. Acquisition of an equity of a company incorporated in Bermuda by Ranhill Energy Sdn Bhd, a subsidiary of a public listed company. Acquisition of an equity interest in Powertron Resources Sdn Bhd by Ranhill Power from Aras Setia Sdn Bhd. Acquisition of an equity interest in Babcock KW Sdn Bhd from a foreign entity, Babcock International Holdings Ltd by Ranhill Bersekutu Sdn Bhd, a subsidiary of a public listed company. 12
(n) (o) Acquisition of RM1.2 billion of assets by UEM Engineers (Malaysia) Berhad ( UEM ) from a related party, Renong Berhad. All documentations duly signed but the exercise was aborted. Acquisition of entire equity interest of a company incorporated in Ireland with many subsidiaries in Europe, Middle East and Asia by a public listed company. The exercise was aborted. 5. CAPITAL VENTURES Acting for MIGHT Technology Nurturing Sdn. Bhd. on its collaboration with Asian Energy Investments Pte. Ltd for the setting up pf a private fund via a limited partnership under the Labuan Limited Partnership and Limited Partnership Act 2010. Setting up a company and a joint venture agreement between investors from Iran and Singapore and a Malaysian entity namely Advance Kinetics Sdn Bhd for manufacturing of rims and wheels in Selangor. Setting up a company and a joint venture agreement between investors form India and Malaysian medical group for the setting of a hospital in Kuala Lumpur. Provision of investment fund by Malaysian Venture Capital Management Berhad in private companies. Provision of investment fund by A-Bio Sdn Berhad in companies. Provision of investment fund by Lembaga Tabung Haji to a capital venture company, involving preparation and completion of the Fund Management Agreement. 6. PRIVATISATION Negotiated, drafted and advised on the Concession Agreement with the Government of Malaysia and Universiti Teknologi Mara for Rumpun Positif Sdn Bhd in respect of the privatisation of Kompleks Alam Bina dan Seni Reka, Universiti Teknologi Mara Puncak Alam, Selangor Darul Ehsan. Negotiated, drafted and advised on the Concession Agreement with the Government of Malaysia for MEX II Sdn Bhd in respect of the privatisation of the Putrajaya-KLIA Expressway (MEX II). Negotiated, drafted and advised on the Concession Agreement with the State Government of Johor for Amona Infra Care Sdn Bhd in respect of the privatisation of state roads maintenance falling within the districts of Segamat, Muar, Batu Pahat, Kluang and Tangkak Advised and drafting on the Project Agreement on a Private Public Partnership (PPP) or Private Funding Initiative (PFI) proposal for the construction and maintenance of a public university under the Ministry of Higher Education. 13
(g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) Advised a Malaysian company on a Private Public Partnership (PPP) or Private Funding Initiative (PFI) proposal for the construction and development of a new integrated customs, immigration and quarantine complex for the Ministry of Home Affairs. Negotiated, drafted and advised on the Concession Agreement with the Government of Malaysia for SKVE Holdings Sdn Bhd in respect of the privatisation of the South Klang Valley Expressway. Negotiated, drafted and advised on the Concession Agreement with the Government of Malaysia for Link Kedua (Malaysia) Sdn Bhd in respect of the privatization of the Malaysia - Singapore Second Crossing. Negotiated, drafted and advised on the Concession Agreement with the Government of Malaysia for Senai-Desaru Expressway Sdn Bhd in respect of the privatisation of the Senai-Desaru Expressway. Advised UEM on the North South Interurban Toll Expressway, and drafted and negotiated with the Government of Malaysia on the Concession Agreement and relevant construction contracts. Advised UEM on the ELITE Expressway Project and drafted and negotiated with the Government of Malaysia on the Concession Agreement. Drafted, negotiated and advised on the Concession Agreement with the Government of Malaysia for Penang Bridge Sdn Bhd in respect of the privatisation of the Penang Bridge. Advised a leading Malaysian Main Board Company on a Private Public Partnership (PPP) or Private Funding Initiative (PFI) proposal for the construction of a new hospital building under the Ministry of Health. Advised a leading Malaysian company on a PPP proposal for the development of a vaccination center under the Ministry of Health. Advised and drafting of a Privatisation Agreement between Desatera Sdn Bhd and the Government of Malaysia for the privatization of military cookhouses under the Ministry of Defense. Advised and drafting of a 15 year agreement for MMDC Sdn Bhd for the maintenance dredging of river mouth throughout Malaysia between MMDC Sdn Bhd and the Government of Malaysia. Advised on a PFI proposal for the construction of a training centre for Universiti Teknologi MARA at Enstek Centre, Nilai, Negeri Sembilan Darul Khusus. Advised on a proposal for the privatisation of the development and maintenance of a new campus building for Universiti Teknologi MARA at Puncak Alam, Selangor. 14
7. CONSTRUCTION / INFRASTRUCTURE ROJECTS 7.1 Malaysia (g) (h) (i) (j) Advised the State Government of Terengganu on the Master Development Agreement pertaining to the Waste to Wealth Management Project, including the negotiation and drafting the aforesaid agreement. Advised the State Government of Terengganu on the Development Agreement in relation to the development of a Maintenance, Repair and Overhaul Complex and Air Cargo Hub for narrow body commercial aircrafts for the Sultan Mahmud Airport, Kuala Terengganu, Terengganu, including the negotiation and drafting the aforesaid agreement. Advised KL-Kuala Selangor Expressway Berhad for the construction of access road from the boundary of Bandar Tasik Puteri, Rawang Selangor to the KL-Kuala Selangor Expressway. Prepared a Development Agreement. Advised Pengurusan Lantas Berhad, the project manager for the construction of the Kuala Lumpur International Airport ( KLIA ) in respect of legal issues arising during the construction of KLIA. Represented EPE Distribution Sdn Bhd in the negotiations with Projek Usahasama Transit Ringan Automatik Sdn Bhd (PUTRA) for the design and construction of a Power Distribution System for the Light Rail Transit System 2 For Kuala Lumpur. Prepared a Power Distribution System Contract. Represented EPE Distribution Sdn Bhd in the negotiations with Dimensi Arena Sdn Bhd for the operations and maintenance services of two bulk supply stations at Kerinchi and Jelatek both of Kuala Lumpur. Prepared an Operation and Maintenance Contract. Represented EPE Distribution Sdn Bhd in the negotiations with Trans Bakti Sdn Bhd for the engineering and procurement services in respect of a Power Distribution System for the Light Rail Transit System 2 For Kuala Lumpur. Prepared an Engineering Procurement Contract. Represented EPE Distribution Sdn Bhd in the negotiations with Projek Usahasama Transit Ringan Automatik Sdn Bhd (PUTRA) for the supply of electricity for the Light Rail Transit System 2 For Kuala Lumpur. Prepared an Agreement for the Supply of Electricity. Represented Ranhill Power in the negotiations with Maxis for the provision of Maintenance Support Services at Maxis Technical Operation Centers (TOCs). Reviewed and amended the Maintenance Support Services Contract. Represented Pharmaniaga Logistics Bhd in the negotiations for the design and construction of the warehouse-cum-office building at Kota Kinabalu Sabah. Prepared a Design and Build Contract. 15
(k) (l) (m) (n) (o) (p) (q) Represented Pharmaniaga Logistics Bhd in the negotiations with UE Construction Sdn Bhd to build and construct a new warehouse and reengineering the mechanical & electrical ( M&E ) works of the existing warehouse of the pharmaceutical medical store. Prepared a Turnkey Contract. Represented Projek Penyelenggaraan Lebuhraya Berhad (PROPEL) in the negotiations with PATI Sdn Bhd for the pavement works in respect of the Malaysia-Singapore Second Crossing Project and Packages 1A, 1B, 2A, 2B and 2C of the North South Expressway Central Link. Prepared a Sub Contract Agreement. Represented Projek Penyelenggaraan Lebuhraya Berhad (PROPEL) in the negotiations with United Engineers Bhd for the provision of routine maintenance (civil) services. Prepared a Routine Maintenance (Civil) Agreement. Advised on, drafted and negotiated the Strategic Management Support Services Agreement for development projects to be undertaken by Kumpulan Darul Ehsan Berhad Group of Companies. Acted for the project management consultant. Advised UEM in relation to the construction of the National Sports Complex that was the main venue for the 1998 Commonwealth Games. Drafted, negotiated and advised on construction contracts and other contractual documents for UE Construction Sdn Bhd for the construction of several packages of the Central Link Highway. Drafted, negotiated and advised on the design and build contract for a subsidiary of Bank Rakyat Kerjasama Berhad for the proposed development of office towers in Kuala Lumpur. 7.2 International Projects Advised KYS International College Sdn Bhd (KYSIC) on the Collaboration Agreement between KYSIC and Victoria University of Wellington, the University of Auckland and the University of Canterbury in respect of the accounting twining programme which, upon successful completion, would result in the students being awarded a Bachelor of Commerce degree with a major in Accounting from one of the Universities. Advised KYS International College Sdn Bhd (KYSIC) on the Collaboration Agreement between KYSIC and Queenstown Resort College( QRC )in respect of the adventure tourism management twining programme which, upon successful completion, would result in the students being awarded a Diploma Adventure Tourism Management from QRC. Advised on and drafted the Project Management Services Agreement for the project management consultant in relation to the proposed development of 100,000 houses and associated external works in Turkey. 16
(g) (h) (i) (j) (k) Advised on and drafted various pre-award documents for a corporate client in relation to railway and road projects in the Republic of Sudan. Advised UEM on the Manila-Cavite Toll Expressway Project in Philippines which involved toll operations and the development of coastal areas in the Manila Bay. Advised UEM and its Indian incorporated subsidiary in relation to the Concession Agreement, Engineering Procurement and Construction Contract, and Operation and Maintenance Contract for several highway construction projects in India. Advised and assisted Projek Penyelenggaraan Lebuhraya Berhad (Propel) in the preparation of tender and related documents, including Joint Venture Agreements and Power of Attorneys for a proposed highway project in Philippines. Drafted, negotiated and advised on privatization agreements for Metacorp Berhad in respect of the proposed privatization of a toll road between Mojokerto and Kertesono, in Jakarta, Indonesia. Drafted, negotiated and advised on contract documents for a consortium of companies comprising Perspec Prime (Malaysia) Sdn Bhd, Road Builders Berhad and Ranhill Berhad in respect of the proposed privatization of a toll road between Kebon Jeruk and Penjaringan, in Jakarta, Indonesia. The firm represented a company that has been invited by the Government of Uganda to submit its concession proposal to undertake the development of a power plant in accordance with the built-operate-transfer model, wherein the company shall undertake the finance, design, construction, operation, management and maintenance of the power plant and thereafter the transfer of the same to the Government of Uganda in its negotiations and discussions with the relevant parties and authorities. The partners of the firm also advised a company in the development of the convention centre at Garuga Entebbe, and a Golf Resort in Jinja, both in the Republic of Uganda ( CHOGM Qualifying Facilities ) on a build-own-operate model wherein the company shall undertake the finance, design, construction, operation, management and maintenance of the CHOGM Qualifying Facilities. 8. MARINE The firm acts for one of the major Malaysia companies in marine dredging works Messrs. Tidalmarine (M) Sdn Bhd in drafting various capital and maintenance dredging agreements, purchase of dredging vessels, chartering of dredging vessels and legal disputes. The firm acts as legal advisor to a major marine consulting firm, Dr. Nik & Associates on various legal aspects of its works including drafting of contractual documents, Advised on contractual issues and legal dispute. Advised the project management consultant in relation to contract administration for the construction, completion and maintenance of dredging works for Port of Tanjung Pelepas, Johor (Phase II). Also 17
advised, drafted and negotiated the Services and Project Cost Warranty Agreement between the Government and the operator of the Port. 9. UTILITIES Represented SAJ Holdings Sdn Bhd in the negotiations with the Government of Malaysia and the State Government of Johor in relation to the exercise for the restructuring of water supply services in the state of Johor involving a migration from the concession system to a new licensing regime. Represented and advised SAJ Holdings Sdn Bhd in the preparation of the Privatization Agreement with the State Government of Johor in respect of the privatization of water supply services throughout the State of Johor for the period of 30 years. Also represented and advised SAJ Holdings Sdn Bhd in relation to other incidentally contractual arrangements including the incorporation and setting up of the company. Advised and assisted Virtual Peaks Sdn Bhd on a Power Purchase Agreement and on the construction operation and maintenance of a 300MW Kalagala Hydroelectric Power Plant with the Government of the Republic of Uganda. Advised and assisted Sarawak Hidro Sdn Bhd on the construction operation and maintenance of a Hydroelectric Power Plant in Sarawak. Advised and assisted Sarawak Hidro Sdn Bhd on its power purchase agreement with Smelter Asia Sdn Bhd. Advised and assisted Ranhill Power Berhad on a joint cooperation agreement at the time it was negotiating with Fauji Foudation group to jointly bid, tender, design, build, construct, fund and establish independent power plants in Pakistan. 10. INFRASTRUCTURE Advised Dommintai Telecommunication (M) Ltd on tenders for the Bakun Hydroelectric Project and drafted a joint venture arrangement with PT Intidaya, PT Telekom for the proposed telecommunication project in Indonesia. Advised and drafted the development Agreement for Vistajati Holding Sdn Bhd in respect of the proposed sale, development and construction of a block of apartments in the Commonwealth Village at Bukit Jalil to Bestari Gagah Sdn Bhd. Negotiated, drafted and advised on construction contracts and other contractual arrangements for UE Construction Sdn Bhd for the construction of several packages for the Central Link Highway and other related matters including the preparation of powers of attorneys. Advised and assisting United Engineers (Malaysia) Berhad in the preparation of tender documents, including the joint venture 18
agreements and powers of attorneys for toll road projects in Malaysia. Advised and assisting Propel in the preparation of tender documents, including the joint venture agreements and power of attorneys for a proposed project in Philippines. 11. INTELLECTUAL PROPERTY Assisted Urban Science Applications Inc in its application for the protection of intellectual property rights in Malaysia. Commissioned by the Institute of Medical Research, Ministry of Health, Malaysia to prepare the Guide to Intellectual Property Rights Management pertaining to the research an exploitation of herbal medicine. Trademarks registration for Pharmaniaga Manufacturing Berhad (formerly known as Raza Manufacturing Berhad) [pharmaceutical industry]. Trademark registration for Ehealth4all.com Sdn Bhd [e-commerce]. Trademark registration for Atlasone International Sdn Bhd [telecommunication industry] Presented Seminars on intellectual property for various organizations including the 5 th International Conference on Traditional and Complementary Medicine (INTRACOM 2003). 12. PHARMACEUTICAL INDUSTRY Advised and negotiated on a Distribution Agreement for and on behalf of Remedi Pharmaceuticals Sdn Bhd with Trump Medical Supplies (HK) Limited, a HK company whose core business is in purchasing, selling, marketing and distributing pharmaceutical and non pharmaceutical products to hospitals, clinics, health centers and medical institutions, dispensaries, medicine shops and chain stores within HK and Macau, for the rights to be its sole and exclusive distributor of pharmaceuticals and non pharmaceutical products to hospitals, clinics, health centers and medical institutions, dispensaries, medicine shops and chain stores within HK and Macau. Advised and negotiated on a Joint venture for and on behalf of Pharmaniaga Bhd. with Health Care International Investment Limited, a British Virgin Islands company whose core business is investment, on a joint venture to manage the distribution, logistics, sales and marketing of pharmaceutical products and the establishment of managed care organizations throughout Asia. Advised and negotiated on a Material Transfer Agreement for and on behalf of our client with the American Institute For Biosocial And Medical Research, Inc, an American company, on the conduct of toxicology study. Advised and assisted Pharmaniaga Berhad to negotiate a Supply Chain Management System Agreement with Kluaynamthai 19
International, a Thailand company, to implement Pharmaniaga s Supply Chain Management System in Thailand. 13. INFORMATION TECHNOLOGY Advised Pharmaniaga Solutions Sdn Bhd on the creation and maintenance of a web portal which entitled Advised on documents such as Internet Advertising Agreement, Supply Chain Management System Agreement, Sale and Purchase of Computer Hardware and Software, Agreement for The Supply of Electronic Procurement Services, Agreement for the Supply of Computer Hardware, Computer Software and Provision of Maintenance Services, Assignment of Copyright, Software License Agreement, Technology Transfer and License Agreement, Memorandum of Agreement for Supply of Electronic Commerce Services, prepared Standards Terms and Conditions for Posting on a Health Postal website. Assisted domestic clients in the drafting and negotiations with international parties on the Transfer of Technology. Assisted and attended to Time System Integrators Sdn Bhd, a wholly owned company of Time Engineering Berhad and its negotiations and standardizing of terms with its vendors and service suppliers in its effort to equip the schools in Malaysia with computer equipment in 2003 and 2004, at the time it was awarded such contract by the Ministry of Educations. 14. MINING, OIL AND GAS (g) (h) Advised Crest Petroleum Berhad in the sale of Smedrig Technologies Sdn Bhd to Tioman Drilling Co Sdn Bhd. Advised Crest Petroleum Berhad and assisted in the Production Sharing Agreement/Farm Out Agreement and Joint Operating Agreement with PT Petronusa Bumibakti in Indonesia. Assisted Trenergy (M) Berhad in the drafting of a joint venture agreement for a floating production storage and offloading (FPSO) System. Advised and assisted Trenergy (M) Berhad in its pre-bid agreement with Kvaener Sdn Bhd. Assisted Probadi Sdn Bhd in the drafting and negotiations of the Cooperation Agreement for the Jetibarang Work Area. Advised and assisted Crest Petroleum Bhd on the settlement of a corporation arrangement between Probadi Sdn Bhd and PT Petrotama Malindojaya. Advised and assisted Ranhill International Inc in its review of the engineering procurement construction and commissioning contract entered into between Petroedar Inc and itself for the development of central oil processing plant in Melut Basin, Sudan. Advised and assisted KIC Oil & Gas Ltd in the review of a Collateral Management and Storage Agreement with Trafigura Beheer BV for 20