RECENT ACCOLADES The firm "offers an established India-focused practice, demonstrating a particular focus on mid-market IPOs, as well as QIP and bond offerings. " Chambers Asia-Pacific 2021 "DMS' diligence standards on Indian (even Reg S) transactions stand out. DMS lawyers are meticulous and thorough in their documentary diligence, highlight red-flags well in advance and actively assist the issuer, the syndicate and domestic counsel in achieving pragmatic solutions." IFLR1000 2021 "Duane Morris & Selvam LLP has maintained an impressive pipeline of India capital markets offerings and has carved out a growing portion of the Vietnam debt issuance market." The Legal 500 Asia-Pacific 2021 LEADING LAWYERS Our Singapore-based Capital Markets Practice is led by three senior practitioners who are recognized as leading lawyers by various publications. KRISHNA RAMACHANDRA Managing Director +65 9822 5011 [email protected]GERARD HEKKER Director +65 6311 3739 [email protected]JAMIE A. BENSON Director +65 6311 3660 [email protected]FULL RANGE OF CAPITAL MARKETS SERVICES Duane Morris & Selvam LLP’s Singapore office provides a full range of capital markets services, including: • Initial public offerings • Listings on the Singapore Exchange (Mainboard and Catalist), Yangon Stock Exchange, LSE, AIM, NASDAQ, NYSE and other foreign exchanges • Dual listings • Debt offerings (including FCCBs, high-yield bonds, medium-term note programmes, and debt private placements) • U.S. private placements including under Rule 144A, Rule 506 and Section 4(a)(2) • Acting as international legal counsel on equity offerings • Block trades • OFAC, Foreign Corrupt Practices Act and UK Bribery Act compliance CAPITAL MARKETS PRACTICE Leading Firm Leading Firm 1
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RECENT ACCOLADES
The firm "offers an established India-focused practice, demonstrating a particular focus on mid-market IPOs, as well as QIP and bond offerings. "
Chambers Asia-Pacifi c 2021
"DMS' diligence standards on Indian (even Reg S) transactions stand out. DMS lawyers are meticulous and thorough in their documentary diligence, highlight red-fl ags well in advance and actively assist the issuer, the syndicate and domestic counsel in achieving pragmatic solutions."
IFLR1000 2021
"Duane Morris & Selvam LLP has maintained an impressive pipeline of India capital markets offerings and has carved out a growing portion of the Vietnam debt issuance market."
The Legal 500 Asia-Pacifi c 2021
LEADING LAWYERSOur Singapore-based Capital Markets Practice is led by three senior practitioners who are recognized as leading lawyers by various publications.
FULL RANGE OF CAPITAL MARKETS SERVICESDuane Morris & Selvam LLP’s Singapore offi ce provides a full range of capital markets services, including:• Initial public offerings
• Listings on the Singapore Exchange (Mainboard and Catalist), Yangon Stock Exchange, LSE, AIM, NASDAQ, NYSE and other foreign exchanges
This publication is intended as a general overview of the subjects dealt with. It is not intended to be, and should not be used as, a substitute for taking legal advice in any specific situation. Duane Morris & Selvam LLP and Duane Morris LLP cannot accept any responsibility for any actions taken or not taken on the basis of this publication.Duane Morris & Selvam LLP is the joint law venture consisting of international law firm Duane Morris LLP and Singapore-based Selvam LLC, with headquarters in Singapore. Supported by a network of more than 750 attorneys in multiple offices around the world, it offers innovative solutions to the legal and business challenges presented by today’s evolving global markets.
REPRESENTATIVE MATTERS – EQUITYSingapore IPOs and Stock Exchange Listings• Advised Jefferies & Co, global coordinator, on the first dual listing
of a foreign entity (Omega Navigation) on the Nasdaq and SGX, which was valued at over US$240 million.
• Advised on the S$440 million listing of K-REIT Asia on the SGX by way of an introduction.
• Advised Spackman Entertainment Group Limited on the S$18.05 million IPO of its shares and listing on the Catalist Board of the SGX.
• Advised Yellow Pages (Singapore) Limited on its S$213 million IPO and listing on the Main Board of the SGX.
• Provided a legal opinion on the capacity, due incorporation and corporate approvals in relation to the prospectus and trustee agreement for dual-listed company on the Hong Kong and Singapore Stock Exchange on their issuance of RMB-denominated corporate bonds (Panda Bonds) in China.
• Conducted a due diligence review of the corporate secretarial documentation and other aspects of a local subsidiary of a Chinese technology company preparing for an IPO in China, and provided a legal opinion in relation thereto.
U.S. Stock Exchange Listings• Represented National Securities Corporation, as underwriter and
sole book running manager, in connection with the IPO and listing on Nasdaq of shares in CBD Energy Limited.
London AIM Listings• Advised Biofutures International Plc (now called Graphene
NanoChem Plc), an AIM-listed company, on its £32.5 million placement of shares and the reverse takeover of Platinum NanoChem Sdn. Bhd, a Malaysian company.
Yangon Stock Exchange Listings• Advised First Myanmar Investment Co., Ltd. (FMI) on its listing on
the Yangon Stock Exchange—the first listing on that stock exchange. Listed in “Deals of the Year 2016” by Asia Business Law Journal.
U.S. Private Placements/Rule 144A OfferingsIndian Issuers• Advised JM Financial Limited, Axis Capital Limited, Kotak Mahindra
Capital Company Limited, Morgan Stanley India Company Private Limited, Nomura Financial Advisory and Securities (India) Private Limited and Bajaj Finance Limited on the sale of Rs. 85 billion (US$1.2 billion) of equity shares in Bajaj Finance Limited in a QIP (Rule 144A/Regulation S).
• Advised Citigroup Global Markets India Private Limited, Emkay Global Financial Services Limited, ICICI Securities Limited, Kotak Mahindra Capital Company Limited and SBI Capital Markets Limited on the sale of approximately Rs. 15,280 million (US$235 million) of shares of Edelweiss Financial Services Limited in a QIP (Rule 144A/Regulation S).
• Advised the president of India and Housing and Urban Development Corporation Limited (HUDCO) on the sale of Rs. 12,096 million (US$188 million) of shares in HUDCO by the President of India in an IPO in India and concurrent private placements outside India (Rule 144A/Regulation S).
Indonesian Issuers• Represented Axiata Group Berhad, as selling shareholder, and PT
XL Axiata Tbk, as issuer, on a US$600 million secondary share sale including a Rule 144A/Regulation S international offering.
• Advised PT Jasa Marga (Persero) Tbk., on its US$371 million privatization and IPO of shares listed on the IDX, including a Rule 144A offering.
• Advised PT Tower Bersama Infrastructure Group Tbk., on an initial public offering of US$200 million of shares listed in the IDX, including a Rule 144A/Regulation S international offering.
Malaysian Issuers• Advised on the US$800 million IPO of Astro, including a Rule 144A
offering.
• Advised ABN AMRO Rothschild, Goldman Sachs and ING Bank on the US$3 billion IPO of Maxis Communications (Rule 144A/Regulation S).
REPRESENTATIVE MATTERS – DEBT Debt Offerings• Advised Wells Fargo, Morgan Stanley, DBS and R.W. Pressprich on
the establishment of and drawdowns under Avation PLC’s US$1 billion high-yield MTN program (Rule 144A/Regulation S).
• Represented PT Solusi Tunas Pratama Tbk on its issuance of US $300 million 6.25 percent senior notes due 2020 (Rule 144A/Regulation S).
• Advised Citigroup and JPMorgan on the sale of US$850 million of BHP Billiton’s 4.80 percent senior notes in an SEC-registered offering.
• Represented Vietjet Aviation Joint Stock Company on its proposed issuance of high-yield securities listed on the SGX, including a Regulation S international offering.
• Represented PT XL Axiata Tbk. on issuance of US$250 million 7.125% Guaranteed Notes due 2013 including a Rule 144A/ Regulation S offering, tender offer and consent solicitation for amendments on its US$250 million 7.125% Guaranteed Notes due 2013; and mandatory tax redemption of its US$350 million 8.0% Guaranteed Notes due 2009.
Liability Management• Advised the solicitation agent on the consent solicitation for
amendments to covenants in the 6.25 percent notes due 2017 issued by BW Group Limited.
• Advised ING Bank NV on exchange offer and consent solicitation restructuring of US$238 million 11% Guaranteed Senior Secured Notes due 2011 guaranteed by PT Davomas Abadi Tbk.
• Advised PT Polytama Propindo on a consent solicitation, covenant defeasance and exchange offer restructuring of the U.S.-registered high-yield debt US$200 million guaranteed secured notes.
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> Also satellite offices, including Bangor and Portland, Maine; and Seattle, Washington
> Alliances in Mexico and Sri Lanka > Leadership position with
