LAWWATCH

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EXECUTIVE SUMMARY
WONGPARTNERSHIP ACTS IN…
DBS Group Holdings Ltd’s Acquisition of PT Bank Danamon Indonesia Tbk

1

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 developer’s 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.

5

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.

7

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.

9

© 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).

For instance. NG Wai King d: +65 6416 8022 e: waiking. trading in futures contracts. Bhd. as well as consolidating DBS’s position as a leading Asian bank. Elaine Chan. on its acquisition of Permanis Sdn. with a nationwide presence of approximately 3. and the sale of Invida Group to A. capital markets.chan@ wongpartnership.2 billion to be satisfied by an issuance of shares by DBS (the “Transaction”). Wai King was involved in advising Asahi Group Holdings. The Transaction is subject to DBS shareholders’ approval. Danamon is a leading full-service commercial bank in Indonesia. are acting for DBS and bring a wealth of experience to the Transaction.com For more on this partner > QUAK Fi Ling d: +65 6416 2410 e: filing. proprietary trading. predominantly from the Corporate/Mergers & Acquisitions Practice. Quak Fi Ling. The partners involved are Ng Wai King. A number of the Firm’s partners.37% of all the issued shares of PT Bank Danamon Indonesia Tbk (“Danamon”) through the acquisition of Asia Financial (Indonesia) Pte. deposit-taking..com For more on this partner > < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A).quak@ wongpartnership. Navis Capital’s disposal of King’s Safetywear to Honeywell International. The completion of the Transaction will trigger a mandatory cash tender offer for the remaining listed shares of Danamon for approximately S$2. regulatory compliance for companies listed on the Singapore Exchange and corporate governance. Her main areas of practice are financial services regulatory. Menarini S. Ltd. .LAWWATCH 1 WONGPARTNERSHIP ACTS IN… DBS Group Holdings Ltd’s Acquisition of PT Bank Danamon Indonesia The Firm is acting for DBS Group Holdings Ltd (“DBS”) in relation to the proposed acquisition of 67.com For more on this partner > Elaine CHAN d: +65 6416 8010 e: elaine. (an indirect.000 branch offices and outlets and approximately 6 million customers. wholly-owned subsidiary of Temasek Holdings (Private) Limited) for an aggregate purchase price of approximately S$6. as well as telecommunications regulatory and transactional matters. compliance and advisory. Elaine has extensive experience in regulatory matters. Chan Sing Yee.ng@ wongpartnership. fund management. commodity trading.9 billion and will make DBS the fifth-biggest lender in Indonesia.l. It is not intended to be nor should it be regarded as legal advice. Elaine is the Joint Head of the Financial Services Regulatory Practice. financial services advisory and regulatory work. Ltd. which includes licensing and advisory work covering a wide range of regulated activities including dealing in securities.r. She advised on Nomura’s © WongPartnership LLP This update is intended for your general information only. 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. His experience also extends to crossborder transactions where he has advised parties involved in the acquisition of assets/shares in jurisdictions outside Singapore.chan@ wongpartnership. and carrying on banking business. and Khoo Yuh Huey.com For more on this partner >     CHAN Sing Yee d: +65 6416 8018 e: singyee.

. Sing Yee acted for Nikko Asset Management Co. joint ventures. venture capital. with DBS Bank Ltd. directly or indirectly by PIL.75% perpetual capital securities. 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 7.9 million initial public offering.. Her main area of practice is mergers and acquisitions. as Singapore counsel. of S$300 million 4.’s S$243. Yuh Huey is a Partner in the Capital Markets Practice. a subsidiary of Sumitomo Trust & Banking.com For more on this partner >         Fi Ling is a Partner in both the Corporate/Mergers & Acquisitions and Private Equity Practices. Citigroup Global Markets Singapore Pte. corporate finance related transactions. It is not intended to be nor should it be regarded as legal advice. and Credit Suisse (Singapore) Ltd as joint lead managers and bookrunners Debt Capital Markets Bumitama Agri Ltd. with DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Limited as the joint issue managers. Ltd. other than those held. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). Ltd. KHOO Yuh Huey d: +65 6416 2548 e: yuhhuey. Her main areas of practice are debt capital markets. 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. Sing Yee is a Partner in both the Corporate/Mergers & Acquisitions and Private Equity Practices.. one of the largest convertible bonds issuance in Singapore. this deal was awarded the "Restructuring Deal of the Year" by IFLR Asia Awards 2009. bookrunners.LAWWATCH 2 acquisition of certain assets of Lehman Brothers International Group in AsiaPacific.khoo@ wongpartnership. Her main areas of practice are mergers and acquisitions (including the sale and purchase of businesses).88% convertible bonds due 2016. and general corporate law..5% 10-year fixed rate unsecured bonds and CapitaLand Limited in its issue of S$1.. Other recent matters that the Firm was involved in are: DESCRIPTION TYPE Issue by Ascendas Pte. securities offerings.2 billion 2. in its acquisition of DBS Asset Management Limited. the asset management arm of DBS Bank Ltd. Ltd. and underwriters Equity Capital Markets © WongPartnership LLP This update is intended for your general information only. and the exit offer by PIL to acquire all the units of PST. and general corporate and advisory work. to create one of the largest independent asset managers in Asia.

among other things. It is not intended to be nor should it be regarded as legal advice.25 billion multicurrency global syndicated finance facility. of four land parcels in the Langfang Development Zone. and Chengdu Hi-Tech Investment Group Co. to codevelop the Singapore-Sichuan Hi-Tech Innovation Park in the PRC Corporate/Mergers & Acquisitions / China Practice Mapletree Logistic Trust’s issue of S$350 million in aggregate principal amount of 5.375% perpetual securities and arranged by Citigroup Global Markets Singapore Pte.. a subsidiary of Raffles Education Corporation Limited. Heibei Province. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A).. and Frasers Centrepoint Limited) to. Ltd.. Ltd. Incorporated’s (“Cargill”) US$1. Ltd. and DBS Bank Ltd Capital Markets The grant of credit facilities to Ascendas Frasers Pte. Ltd. .LAWWATCH 3 DESCRIPTION TYPE Divestment by Hebei Oriental Zhuyun Property Development Co. where we acted as Lenders’ counsel Banking & Finance/Corporate Real Estate © WongPartnership LLP This update is intended for your general information only. which represents the Chengdu government. Ltd.. PRC to Langfang Fenghe International Golf Club Co. which was Cargill’s first global syndication exercise in Asia Banking & Finance Joint venture agreement between Singapore-Sichuan Investment Holdings Pte. Ltd. finance the development and construction of an integrated business park facility at Changi Business Park. a Singapore consortium consisting of Semcorp Development Ltd and certain subsidiaries of Temasek Holdings (Private) Limited. and the Jilin City government to develop and operate the Sino-Singapore Jilin Food Zone International Logistics Park China Practice Refinancing of Cargill. (a joint venture company between Ascendas Land (Singapore) Pte. Ltd China Practice / Corporate/Mergers and Acquisitions / Corporate Governance & Compliance Joint venture agreement between Keppel Telecommunications & Transport Ltd.

< Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). Ltd’s strategic interest in RSH Limited to a member of the Al Futtaim Group. a Singapore-listed manufacturing company and global high-tech capital and consumer equipment service provider. .. Ltd. 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. a subsidiary of Temasek Holdings Limited. 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. for all the issued and paid up ordinary shares in the capital of Juken Technology Limited Corporate/Mergers & Acquisitions © WongPartnership LLP This update is intended for your general information only.LAWWATCH 4 DESCRIPTION TYPE Establishment by Heliconia Capital Management Pte. It is not intended to be nor should it be regarded as legal advice.

It argued that it would be unconscionable to allow the call. and if it had. To discuss the possible implications of this for your business. Court of Appeal. The Respondent disagreed with the architect’s determination of the project completion date and the revised completion date.tan@ wongpartnership. the Respondent referred the dispute on the completion date and the extension of time to arbitration pursuant to the terms of the Contract.LAWWATCH 5 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. . On 15 July 2011. but on 27 July 2011. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). The Appellant did not respond to this reference to arbitration. 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 architect refused to do so. SC acted for the successful respondent. the Respondent provided the Appellant with an on-demand performance bond (“Bond”) to secure the performance of its obligations under the Contract.com For more on this partner >   The date specified in the Contract for completion of the building project was 1 January 2010. It requires a © 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.BS Mount Sophia Pte Ltd v Join-Aim Pte Ltd [2012] SGCA 28 (Singapore. Facts The Appellant was a property developer and the Respondent was a contractor. Tan Chee Meng. However. The Respondent applied to Court for an order restraining the Appellant from calling on the Bond. The case provides useful guidance as to how the test of unconscionability will be applied. 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 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. please contact: TAN Chee Meng. Senior Counsel d: +65 6416 8188 e: cheemeng. As required by the Contract. the threshold for establishing a case of unconscionability is a high one. Pursuant to a building contract (“Contract”). the Appellant employed the Respondent to construct a residential condominium development. the court would restrain it from making the call: -. it called on the Bond stating that completion had been delayed due to the Respondent and that it was therefore entitled to liquidated damages. and sought to have him amend them.

on condition that the date proposed was to determine the maintenance period only. Accordingly. It is not intended to be nor should it be regarded as legal advice. thereby causing a delay in the installation of the cables. • Looking at the entire sequence of events from 4 October 2010 to just before 27 July 2011. the proper electrical connections and cables were necessary.LAWWATCH 6 strong prima facie case of unconsionability to be established. the date the Appellant made a call on the Bond. and that no liquidated damages would be incurred as a result of the agreement on the date. The Respondent replied. 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. for that matter. In order for the test to be carried out. the court would engage in a thorough consideration of the relevant facts as viewed in the entire context of the case. • On 4 October 2010. copying his reply to several of the Appellant’s consultants. the project architect wrote to the Appellant proposing a practical completion date of 19 July 2010. The Respondent argued that the Appellant and its consultants had been unable to decide on the necessary power specifications. . leading to a delay on the carrying out of the tests. At the end of the day. there was no reply to this 5 October 2010 email from the Appellant or. The Court noted that while the Appellant did not agree that the fault lay with it. 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 beneficiary’s substantive rights was warranted. and that question was known to the Appellant. that it was not to be taken as the actual completion date. it also did not dispute that the responsibility for the causes of the delay was hotly contested. However. 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. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). 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 This update is intended for your general information only. taking into account the parties’ conduct leading up to the call on the bond. Crucially. and the question as to whether or not notice was afforded to the obligor of his alleged breach before the beneficiary’s call on the bond. stating that the Respondent was agreeable to the “practical completion date” of 19 July 2010 proposed. The Entire Factual Matrix Is Considered The Court examined the entire chronology. The elements of behaviour that would be caught by the label of unconscionability included unfairness. there was a clear question as to whether the Respondent was in breach of its obligations. from anyone else. there was no single definition of unconscionability that could be applied.

and threaten to call on the Bond in order to enforce this demand. 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. It was not until after the dispute was referred to arbitration did the allegation of delay come up. breach of contract between the plaintiff and the Company and/or breach of the © WongPartnership LLP This update is intended for your general information only. The Court noted that it did not seem proper for the Appellant to demand that the Respondent extend the validity of the Bond. -. The plaintiff. Looking at all of the evidence. It is not intended to be nor should it be regarded as legal advice. Excalibur Group Pte Ltd. failing which the Appellant would call on the Bond. had been shown on the evidence. therefore. • The project architect had sent the Respondent an architect’s direction which required the Respondent to extend the validity of the Bond. 5 April 2012) Facts The defendant in this case was the liquidator of Kaki Bukit Industrial Park Pte Ltd (“Company”).LAWWATCH 7 and that it was entitled to liquidated damages. 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. In this respect. submitted two bids. INSOLVENCY Leave of court is required to bring an action against a liquidator of a company in respect of his actions as liquidator. the Court noted that it appeared that the Appellant did not genuinely believe that the Respondent was responsible for the delay. It therefore started an action against the defendant for. . High Court. This. it decided. In his capacity as the liquidator of the Company. the defendant invited parties to tender for the purchase of certain property of the Company. It also noted that it seemed even less proper for this instruction to have come by way of an architect’s direction.Excalibur Group Pte Ltd v Goh Boon Kok [2012] SGHC 71 (Singapore. among other things. Both bids were rejected. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). The plaintiff alleged that the defendant and/or his proxies had been paid secret commissions to award the tender to the winning bidder. and the tender was awarded to a third party.

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. please contact: CHOU Sean Yu d: +65 6416 8133 e: seanyu. if so. It is not intended to be nor should it be regarded as legal advice. Since there is no case law in Singapore directly on point. which he owed to all the bidders of the property. The rationale for requiring leave is to protect the liquidator. to treat all bidders fairly and equally. The question before the Court was whether such leave was required. the Canadian Bankruptcy and Insolvency Act expressly provides that leave of court is required in order to sue the Canadian equivalent of a liquidator. . The defendant filed an application to strike out the plaintiff’s statement of claim on the basis that the plaintiff’s 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 rationale for requiring leave is similar to Australia: leave is required because a court-appointed liquidator is an officer of the court.com For more on this partner > Decision The Court noted that neither the Companies Act nor the Companies (Winding Up) Rules requires a plaintiff to seek the court’s leave before suing a liquidator. 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. who is an officer of the court. it is settled law that leave of court is required in order to commence proceedings against a liquidator. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). the Court examined the approach taken in other jurisdictions and noted the following: • In Australia.chou@ wongpartnership. • In Canada.LAWWATCH defendant’s common law duty of care. The underlying reason for why liquidators are viewed as requiring the court’s protection is that they play a central role in administering the winding-up © WongPartnership LLP This update is intended for your general information only. whether leave could be granted retrospectively. leave must be obtained in order to bring proceedings against a liquidator. There is.sandra@ wongpartnership. • In England. a requirement for leave to sue a receiver.com For more on this partner > The Court then held that the Australian and Malaysian position should be followed in Singapore. however. Manoj Pillay SANDRASEGARA d: +65 6416 8106 e: manoj. there is no case law on whether leave of court is required to commence an action against a liquidator. and whether leave should be granted. from facing “spurious or vexatious litigation” and to protect the integrity of the winding up process. 8 To discuss the possible implications of this for your business. • In Malaysia. The Court then considered whether there is a common law rule to that effect.

The stage at which the proceedings are when such applications are made will also be a very relevant consideration. 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. Pursuant to the changes effected. unless there are good reasons. but need not go so far as to show that he will or is likely to succeed. For the same reasons. MEDIA / COMPETITION IDA Implements New Merger Approval Requirements The Telecommunications (Amendment) Act came into force on 1 February 2012. 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 IDA’s approval to be obtained for acquisitions that cause an acquirer (“Acquiring Party”) of a Designated Telecommunication Licensee (“DTL”) to cross the 30% threshold. Applications without any foundation or that are frivolous or vexatious or calculated to delay proceedings or with an ulterior motive will not be allowed. • introduce the new concept of “Voting Power” to take into account an Acquiring Party’s actual control over shareholder votes in a DTL. accordingly. In these circumstances. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). Applying these factors to the plaintiff’s application. the Court observed that the Company had already been wound-up. frivolous or vexatious legal proceedings which will cause delays and incur additional expense to the general body of creditors. and • extend the requirement for IDA approval to M&A transactions involving Designated Business Trusts (“DBT”) and Designated Trusts (“DT”).LAWWATCH 9 process. the Court found that the plaintiff had a prima facie arguable case against the defendant. The changes took effect on 9 April 2012. will also weigh against an applicant. They should be protected against unmeritorious. Delays in taking out such applications. There was. The applicant must at least be able to show a prima facie arguable case. no purpose to be served by withholding leave to commence any action against the defendant. It is not intended to be nor should it be regarded as legal advice. and will affect proceedings under the Code commenced or continued after that date. leave of court may be sought retrospectively. © WongPartnership LLP This update is intended for your general information only. 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. . and hence granted the plaintiff retrospective leave to commence its action against him.

Associates of the Acquiring Party (who may not be directly involved in a transaction involving a DTL) must also obtain the IDA’s approval for that acquisition if their Voting Shares/Units/Equity Interests/Voting Power in the DTL change as a result of the transaction.LAWWATCH 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.ashraf@ wongpartnership. Where the percentage of overall control that an Acquiring Party (together with its Associates. a person’s control over that DTL will be equal to the level © WongPartnership LLP This update is intended for your general information only. it is therefore necessary to view in totality the Voting Shares/Voting Power the Acquiring Party and its Associates have together in a DTL. please contact: LAM Chung Nian d: +65 6416 8271 e: chungnian. A would have been deemed to have a 10% interest in the DTL (i. therefore. half of the 20% interest held by B in the DTL). if any) has in a DTL crosses certain specified thresholds. a situation where A holds 50% of the ownership interests in B. Previously. • The concept of Associates is also new.com For more on this partner > Each is a separate and distinct trigger event requiring a separate IDA approval each time they are triggered. 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. or any part of any such business. and takes into consideration parties who may control or influence the Acquiring Party.lam@ wongpartnership. In calculating the percentage of Voting Shares/Units/Equity Interests/Voting Power in the DTL. Under the amended Code however. or who may be controlled or influenced by the Acquiring Party. • becoming a 30% Controller of a DTL. regardless of whether a party holds any direct Voting Shares in the DTL. The triggering thresholds so specified are: • becoming a 12% Controller of a DTL. This takes into account the Acquiring Party’s actual control over shareholder votes in a DTL. • acquiring any business of a DTL that is conducted pursuant to a telecommunication licence.e. and B holds 20% of the ownership interests in a DTL. to determine the overall control that an Acquiring Party has in a DTL. as a going concern. 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. the IDA’s approval will be required before the acquisition can proceed. Take for example. by virtue of A’s 50% interest in B. the Code has been amended to incorporate the following: • The concept of Voting Power has been introduced.com For more on this partner > Ameera ASHRAF d: +65 6416 8113 e: ameera. Under the amended Code. especially through indirect means. 10 To discuss the possible implications of this for your business. . and • obtaining Effective Control over a DTL. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). It is not intended to be nor should it be regarded as legal advice.

or new or different fact or matter that is reasonably likely to have a material impact on IDA’s assessment of the M&A application. In addition. as well as all relevant Associates. 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. The Approval Process The timelines for obtaining the IDA’s approval for the acquisition have been streamlined and standardised: the IDA’s approval should be sought not more than 30 days after the M&A agreement is entered into. It is not intended to be nor should it be regarded as legal advice. The introduction of the “Voting Power” and “Associates” concepts would appear to make it easier for Acquiring Parties to breach the prescribed ownership thresholds. those Associates whose Voting Shares/Units/Equity Interests/Voting Power in the DTL/DBT/DT did not change as a result of the transaction). < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). parties must promptly inform the IDA in writing of any change. . The approval/rejection of the application will apply to the Acquiring Parties. IDA’s assessment of the transaction will be based on the Voting Shares/Units/Equity Interests/Voting Power held not only by the Acquiring Parties. Upon receipt of the Acquiring Parties’ application. to enable the IDA to oversee acquisitions involving telecommunication systems or assets that have been placed in business trusts or other forms of trusts.e. The changes to the framework applicable to DTLs as set out above will also apply to DBTs and DTs. but also by all relevant Associates (i. Inclusion of Business and Other Trusts Another major amendment to IDA’s M&A framework for the telecommunications sector is the inclusion of M&A transactions involving DBTs and DTs. This would have an impact on the relevant approval obligations should they make subsequent acquisitions of direct interests in the same DTL. and not more than 60 days before the completion of an acquisition (“60 Day Timeline”).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. After the submission. 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. While there have been comments that the 60 day Timeline would be impractical and restrictive from an investment perspective. the following © WongPartnership LLP This update is intended for your general information only. the IDA has assured all parties that it will not unduly delay or prolong its review of any application without good reason.

DTs. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). • The Acquiring Party must seek IDA’s 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. or o if he obtains Effective Control of a DBT/DT. o where he acquires the business of a DBT/DT as a going concern. . Media & Technology Edition 15 May 2012 LawWatch: Corporate Governance Edition © WongPartnership LLP This update is intended for your general information only. 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.LAWWATCH 12 obligations have been imposed on DBTs. It is not intended to be nor should it be regarded as legal advice. 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.

Qatar Tel: +974 4491 2332 Fax: +974 4491 2339 contactus@wongpartnership.O. 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. 15397 Doha.com © WongPartnership LLP This update is intended for your general information only. Box No.com wongpartnership. 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. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). It is not intended to be nor should it be regarded as legal advice. 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. Box No.LAWWATCH 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. West Bay P.O.