Qualifications |
Director
CORPORATE AND FINANCE
About Marcus
Marcus is a director with Drew and Napier. He is a corporate transactional attorney who started his legal career with Fried Frank Harris Shriver & Jacobson, an international law firm in New York. He had also practiced with international law firm, White and Case in Singapore and briefly with Lovells in Hong Kong. He is conversant in English and Mandarin. Marcus joins Drew and Napier from Singapore Exchange Securities Trading Limited where he was in issuers' regulation, the department in charge of vetting IPO applicants and enforcing continuing listing obligations.
Areas of Practice
Marcus's practice areas include equity and debt capital markets, mergers and acquisitions and private equity. He also regularly advises on corporate governance and stock exchange related matters. He had been involved in regional cross border jurisdictional transactions in China (including Taiwan and HK), Malaysia, Thailand, Vietnam, Indonesia and India.
Experience
Marcus had handled the following matters:
- Stock exchange listings and IPOs (including dual primary listings, Regulation S and Rule 144A bundled transactions and a H share listing)
- Offerings of equity (including convertible loans, warrants, preference shares)
- Exempted offerings of fixed income products (including vanilla, repackaged distressed debt and collateralized debt/bond obligations) and GDRs
- Rights issues, placement issues, bonus issues, convertible bond issues
- The listing and offer of units in exchange traded funds and boilerplate listings of hedge funds
- Secondary listings and Introductions
- Private mergers & acquisitions of corporations in Singapore and the region
- Reverse takeover transactions of listed companies through injection of new businesses.
- Privatization of listed corporations
- Corporate governance matters
- Venture capital investments and private equity transactions
- Advising on corporate matters such as share buy-backs, capital reduction, share consolidation, share options and share performance schemes, approval processes for major transactions and interested person transactions under the Singapore Stock Exchange listing rules
- Advising issue managers and investment banks on regulatory compliance matters including internal compliance and conflicts of interests mitigation procedures
- Advising on Catalist rules compliance
Recent representative matters that Marcus has led include:
Capital Markets
- Acted for GMG Global Ltd, a subsidiary of Sinochem Ltd, a Shanghai listed PRC SOE on its 9:10 underwritten renounceable rights issue for S$100 million;
- Acted for DBS Bank in secondary share placements of SGX-ST listed companies (Midas Hidgs Limited placement of S$80 million, China Animal Healthcare Limited placement of S$24 million);
- Acted as Singapore counsel for the proposed IPO of Indian shipping conglomerate, Greatship Holdings Limited on the Bombay Stock Exchange;
- Acted as Singapore counsel for the IPO of a subsidiary of PT Bumi Resources Tbk for its minerals assets on Indonesian Stock Exchange;
- Acted for PT Bumi Resources Tbk as Singapore counsel in connection with its:
- Private placement of guaranteed convertible bond offering of US$375 million;
- Regulation S senior secured notes offering of US$300 million;
- Regulation S guaranteed convertible notes offering of US$300 million; and
- Regulation S guaranteed senior secured notes of US$700 million;
- Acted for UOB Kay Hian and Prime Partners as joint managers in IPO of Ryobi Kiso Holdings Ltd, a construction specialist in an IPO of approximately S$60 million;
- Acted for UOB Kay Hian as underwriter and Boulton Capital Asia and SAC Capital as joint managers in IPO of Qingmel Holdings Ltd, a PRC enterprise based in Jinjiang, Fujian, PRC for approximately S$50 million;
- Acted for Malacca Trust Ltd, the holding company of PR Batavia Prosperindo Finance Pbk (listed on the Indonesian Stock Exchange), PT Batavia Prosperindo Asset Management and PT Batavia Prosperindo Securitas, on its proposed IPO and listing on the Catalist board of the SGX-ST; and
- Acted for IEV Holdings Limited, Malaysian offshore oil and gas company on its proposed IPO and listing on the SGX-ST.
Mergers and Acquisition
- Advised the offeror, Link Crest Ltd for the mandatory conditional offering of approximately S$340 million for the issued share capital of Pine Agritech Ltd, and the privatization and delisting of Pine Agritech Ltd;
- Advised Shanghai Jingming Pte Ltd on its offer for ASA Ltd in the watch-list delisting from the SGX-ST;
- Advised on the exit offer and proposed voluntary delisting of Full Apex Holdings Ltd, a PRC enterprise from the SGX and offer of approximately S$60 million;
- Acted for the vendors of Resource Holdings including SGX-listed Jasper Holdings in the sale of Resource Holdings to Keller Group, a UK listed group for a initial consideration of S$70.5 million;
- Acting on the proposed reverse takeover of Firstlink Investment Corporation Ltd by way of its acquisition of Tab Ao Aluminium Group Limited for S$150 million satisfied by the issue of consideration
shares; and - Acted for Apple Singapore in its S$20 million Singapore corporate restructuring.
Regulatory
- Advised OCBC Bank on its internal review following the takeover of Jade Technologies Ltd.;
- Advised China Yongsheng Ltd on legal aspects of special audit ordered by SGX-ST; and
- Advising a Malaysian corporate finance house on its successful continuing sponsorship application.
Appointments / Memberships
- Law Society of Singapore
- Singapore Academy of Law
- Member, Business China Association
- Independent Director of listed Singapore companies
- Attorney at law, New York state, USA