Capital Markets - Equity

We are a leading firm in the equity capital market space and have been consistently and highly ranked in regional and international publications. Our specialised team provide experienced counsel on complex
structures and issues pertaining to equity capital market transactions, related securities and company laws, licensing regimes and the regulatory requirements of the Securities Commission, Bursa Malaysia
Securities Berhad (the Malaysian stock exchange), Bank Negara Malaysia (the Central Bank of Malaysia) and Labuan International Business and Financial Centre governing.

We regularly advise issuers, underwriters, placement agents, arrangers, managers, trustees, investors and other market participants on a wide variety of domestic and international equity capital market transactions
including initial public offerings, rights issues, placement issues, equity and equity linked derivatives such as structured warrants, convertible and exchangeable securities, business trusts, Real Estate Investment
Trusts (REITs), and exchange traded funds. Our familiarity with this area enables us to be innovative in our advice, and to manage the complexities of increasing cross-border securities offerings. This includes
advising on the first dual primary listing of a Malaysian corporation on Bursa Malaysia Securities Berhad and the Hong Kong Stock Exchange.

• We acted as local legal counsels for JPMorgan Securities (Malaysia) Sdn Bhd, J.P. Morgan Securities plc and Maybank Investment Bank Berhad, being the Joint Placement Agents for the placement. Press Metal Aluminium Holdings Berhad (“PMAH”), a public company listed on the main market of Bursa Securities Malaysia Berhad, undertook a placement exercise of 163,398,700 placement shares at an issue price of RM5.94 per placement share.
• We acted as legal counsels for Advent International GmbH (“Advent”), one of the largest and most experienced global private equity investors. Advent reached a conditional agreement with Goldman Sachs Asset Management to acquire Caldic BV (“Caldic”), a global premium provider of value-added life sciences and specialty chemicals solutions.
• We acted as the lead local legal counsels for Telenor ASA (a Norwegian state-owned telecommunications company and one of the world’s largest mobile telecommunications operators), the parent company of Digi's largest shareholder, in its proposal to merge it Malaysian mobile telecommunication operator with another Malaysian giant mobile telecommunication operator, Celcom, owned by Axiata Group Berhad.
• Advised Top Glove in its dual primary listing on the Hong Kong stock exchange and to raise up to US$1 billion in new money. It is Malaysia’s first dual primary listing on HKSE.
• We advised RHB Investment Bank Berhad on its disposal of shares representing 99.95% share capital of its Thailand subsidiary, RHB Securities (Thailand) Public Company Limited. \
• We acted for both Bank Pembangunan Malaysia Berhad (BPMB) and Danajamin in respect of the transfer of Danajamin’s business and undertakings to BPMB via a business transfer scheme under the Financial Services Act 2013, pursuant to BPMB’s acquisition of Danajamin. The completion of this landmark deal marks the first merger and business transfer scheme involving a development financial institution in Malaysia, which was part of the Government’s medium-term plan to strengthen and align the mandates of development financial institutions (DFIs) to improve the national development finance ecosystem.
• We acted as legal counsel for MBSB, a financial institution group listed on Bursa Malaysia, in its proposed merger of the MBSB group with Malaysian Industrial Development Finance Bhd (“MIDF”) group through an acquisition of 100% equity interest of MIDF from Permodalan Nasional Berhad (“PNB”). Upon completion, the enlarged MBSB group will become the 2nd largest Islamic financial institution group in Malaysia.
• We acted as local legal counsels for The Bank of Nova Scotia Bhd (“Scotiabank”), which is wholly owned by Canada’s third-largest lender by assets, Bank of Nova Scotia, in respect of the sale of non-performing retail loans (NPLs) comprising secured consumer portfolio (i.e. loans with collateral) to Collectius CMS (M) Sdn Bhd (“Collectius CMS”). Unlike banks in the Southeast Asia region, financial institutions in Malaysia rarely sell NPLs. Hence, this transaction is noteworthy being the first NPL transaction involving a bank in Malaysia since 2020.
• Advised Khazanah Nasional Bhd (“KNB”) on its divestment of 16% in IHH Healthcare Bhd to Mitsui & Co. Ltd of Japan for RM8.42 billion. The divestment kicked off the restructuring by KNB (the investment arm of the government of Malaysia) of the restructuring of its portfolio under the Malaysia new government and represents one of the largest Malaysia M&A deals completed in 2019. IHH is one of Asia’s largest private hospital groups with a reported market value of USD10 billion.
• Advised in the share purchase agreement between CIMB Group Holdings Berhad and China Galaxy Securities Co Ltd to formalised their strategic partnership across CIMB’s stockbroking business. The partnership will see CIMB, a leading ASEAN arialal bank, and China Galaxy Securities Group, one of the largest Chinese securities companies, becoming 50:50 shareholders in CIMB Securities International Pte Ltd (“CSI”), the holding company of CIMB’s ex-Malaysia stockbroking business comprising institutional and retail brokerage, equities research and associated securities businesses (“stockbroking business”) across Indonesia, Singapore, Thailand, Hong Kong, South Korea, India, United Kingdom and the United States of America (the “JV”).
• Acting for Bank of Nova Scotia Bhd in Cathay Financial Holding Co’s acquisition of Bank of Nova Scotia Bhd for US$255 million (RM1.096 billion), putting it on course to become the first Taiwanese group to own a bank in Malaysia. The acquisition was be done via its two subsidiaries, Cathay United Bank and Cathay Life, which are taking a 51% and 49% stake respectively in the Kuala Lumpur-based bank. The deal values Scotiabank at about 1.1 times its book value.
• Advised on the proposed acquisition by RHB of the assets and liabilities of AMMB Holdings Berhad, including AMMB’s conventional banking, Islamic banking, investment banking and insurance entities (“Proposed Acquisition”). We acted as counsel for RHB rendering legal services ranging from advisory on structuring the Proposed Acquisition, drafting the transactional documentations including applications to the regulatory authorities.
• Advised RHB financial group on its successful restructuring and listing transfer from RHB Capital Berhad to RHB Bank Berhad, which included a rights issue and regulatory approvals to be obtained in 7 countries.
• Advising Affin Holdings Berhad on its restructuring and listing transfer.
• Advising RHB financial group on its proposed RM37 billion merger with AmBank group.
• Advised listed RHB financial services group in its proposed public acquisition and merger with listed CIMB financial services group and listed MBSB, to form Malaysia’s largest Islamic financial group, and largest domestic financial services group with potential market capitalisation in excess of RM80 billion.
• Advised RHB Capital Berhad in the structuring and RM1.95 billion acquisition from listed OSK group of OSK Investment Bank Berhad and its subsidiaries and other interests involving the payment of consideration in cash and new shares.  The acquisition involved regulatory and other considerations in 7 different countries.
• Advising RBS group on the proposed sale of its Malaysian financial subsidiaries and subsequent winding down in Malaysia.
• Advised Bank Negara Malaysia to conduct a comparative review of overseas jurisdictions in the setting up of a deposit insurance system for the protection of customer's deposits in all banking and financial institutions in Malaysia under the then proposed Malaysian Deposit Insurance Corporation Bill 2005.
• Advising CIMB Group on its proposed international investment bank partnership with Hong Kong listed Galaxy International group.
• Advised CIMB Group in its acquisition of the cash equity business of RBS.
• Advised CIMB Group in its proposed dual listing of CIMB Group on the Stock Exchange of Thailand
• Advised CIMB Group in its second round acquisition of shares in Bank Niaga Tbk
• Advised CIMB Group in its dividend in specie distribution of shares in Bank Niaga Ebk to the shareholders of CIMB Group
• Acted for the Underwriters and Joint Bookrunners in the private placement by CIMB Group Holdings Berhad of 500 million new shares totalling RM3.55 billion (about USD1.09 billion) in value.
• Acted as the underwriters’ counsel in the block trade sale by The Bank of Tokyo-Mitsubishi UFJ of its entire 4.56% stake in CIMB Group Holdings Berhad.
• Advised on the proposed renounceable right issue by Aeon Credit Services (M) Bhd of 432,000,000 irredeemable convertible unsecured loan stocks of RM1.00 each to be listed on the Main Market of Bursa Malaysia Securities Berhad. We acted as the legal counsel for the Joint Underwriters.
• We acted for UOA REIT in its proposed acquisition of UOA Corporate Tower and proposed private placement of up to 318,181,800 new units in UOA REIT.