Cheryl Tay is a Partner in Rajah & Tann Singapore’s Capital Markets and Mergers & Acquisitions Practice Group.
Her areas of expertise include public and private mergers and acquisitions, rights issues, placements, joint ventures and investments, as well as general advisory work on continuing listing obligations and compliance matters.
EXPERIENCE
Mergers & Acquisitions
- Acted for DC REIT Holdings Pte. Ltd. in its acquisition of the balance 77.6% stake in PRE 1 Investments Pte. Ltd. (“PRE 1“) owned by Divine (AMT) Pte. Ltd., for approximately S$56.6 million, subject to agreed adjustments.
- Acted for Asian Healthcare Specialists Limited (“AHS“) in its acquisition of a 51% shareholding interest in Cornerstone Asia Health Pte. Ltd. for an aggregate consideration of approximately S$32 million comprising S$5 million in cash and approximately S$27 million in consideration shares in the capital of AHS.
- Acted for Jiayao Investments Limited in its acquisition of the entire business and assets of China Hongxing Sports Limited which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, through the acquisition of the entire share capital of Profitstart Group Limited, for an aggregate consideration of CNY100 million.
- Acted for QT Vascular Ltd., which is listed on the Catalist of the Singapore Exchange Securities Trading Limited, in its S$7.65 million acquisition of shares in Asia Dental Group Pte. Ltd. from Dr. Gian Siong Lin Jimmy, which in turn holds a group of healthcare companies involved in the provision of dental services, general medical services and operations and management consultancy services to certain government entities.
- Acted for Asian Healthcare Specialists Limited in its acquisition of the remaining 49% shareholding interest in Cornerstone Asia Health Pte. Ltd. for an aggregate consideration of S$16 million comprising S$2.5 million in cash and approximately S$13.5 million in consideration shares in the capital of AHS.
- Acted for ABR Holdings Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, on its S$65 million acquisition of 50% shares in PT Bintan Lagoon Resort, which owns Bintan Lagoon Resort situated in Bintan, Indonesia.
- Acted for Golden Screen Limited, a subsidiary of HKEx-listed Orange Sky Golden Harvest Entertainment (Holdings) Limited and an existing 50% shareholder of Dartina Development Limited, in its S$175 million acquisition of the remaining 50% shareholding in Dartina Development Limited from Village Cinemas Australia Pty Ltd, a subsidiary of ASX-listed Village Roadshow Limited.
- Acted for MGL Mail.ru Equity Limited as Singapore legal adviser in its investment in Modern Pick Entertainment Pte. Ltd.
- Acted for Cue International Holdings Co., Ltd. in its investment in Bonsey Jaden Pte. Ltd. Deal involved coordinating legal due diligence with various foreign counsels.
- Acted for the joint offerors, comprising Mr. Toh Kok Soon, Synergy Supply Chain Management Sdn. Bhd., Irelia Management Sdn. Bhd., Tristan Management Sdn. Bhd. and Subtleway Management Sdn. Bhd., in their mandatory unconditional cash offer for the shares and warrants of Viking Offshore and Marine Limited, which is listed on the Catalist of the Singapore Exchange Securities Trading Limited.
- Acted for Smart Entertainment Private Limited in its voluntary conditional cash partial offer for 51% of the shares in Sevak Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited. Based on the offer price of S$4.00 per share, Sevak is valued at S$47.4 million.
- Acted for Meghmani Organics Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, National Stock Exchange of India Limited and BSE Limited, as Singapore counsel in the delisting of its Singapore depository shares from the Singapore Exchange as part of its composite restructuring scheme of arrangement under the Indian Companies Act 2013 to restructure its existing business divisions.
- Acted for DeClout Limited in the S$86.58 million voluntary cash offer by Exeo Global Pte. Ltd., which is a wholly-owned subsidiary of Kyowa Exeo Corporation, for the shares of DeClout.
- Acted for Elidom Investment Co. Ltd. as offeror in its voluntary conditional cash offer for the shares of CWG International Ltd. The transaction is valued at S$24.43 million.
- Acted for Woh Seng Holdings Pte. Ltd., as offeror in the S$84.1 million voluntary conditional cash offer for the shares of Cheung Woh Technologies Ltd, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited.
- Acted for Fairfax Asia Limited, as offeror, in the S$210.8 million voluntary conditional cash offer for the shares of Singapore Reinsurance Corporation Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited.
- Acted for ZHCC Investment Holdings Pte. Ltd., as offeror, in the S$32.9 million voluntary conditional cash or shares offer for the shares of International Press Softcom Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited.
- Acted for China Success Group (International Holdings) Limited, as offeror, in the directed delisting exit offer for the shares of China Gaoxian Fibre Fabric Holdings Ltd., which is listed on the Main Board of the Singapore Exchange Securities Trading Limited.
- Acted for TEE International Limited in the S$21.9 million mandatory conditional cash offer by Singapore Tramore Global Limited for the shares of TEE International.
- Acted for Sansui Electric (China) Company Limited, as offeror, in the directed delisting exit offer for the shares of Lafe Corporation Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited.
- Acted for TEE Land Limited in the S$80 million pre-conditional mandatory general offer by Amcorp Supreme Pte. Ltd. for the shares of TEE Land Limited.
- Acted for Elec & Eltek International Holdings Limited, as offeror, in its voluntary conditional cash offer for the shares of Elec & Eltek International Company Ltd. Based on the offer price of US$2.33 per share, Elec & Eltek International Company is valued at US$435.6 million.
- Acted for San Teh Ltd in the S$95.77 million voluntary conditional cash offer by Singapore San Teh Real Estate Pte. Ltd. for the shares of San Teh Ltd.
- Acted for Harrier Group Pte. Ltd., as offeror, in its voluntary conditional cash offer for the shares of Sunvic Chemical Holdings Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited.
Capital Markets
- Acted for Blumont Group Ltd., which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, in its S$41.6 million renounceable non-underwritten rights cum warrants issue.
- Acted for Leader Environmental Technologies Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, in its S$66.05 million renounceable rights issue.
- Acted for QT Vascular Ltd., which is listed on the Catalist of the Singapore Exchange Securities Trading Limited, in its restructuring and transfer of listing status to a new holding company by way of a scheme of arrangement.
- Acted for Oxley Holdings Limited in its proposed issue of up to US$80 million in aggregate principal amount of secured convertible notes to Dragons 120 Limited, which is owned by DCP Asia Credit Fund III, L.P. and DCP Asia Co-Investment Fund I, L.P.
- Acted for OUE Lippo Healthcare Limited, which is listed on the Catalist Board of the Singapore Exchange Securities Trading Limited, in its S$149.96 million renounceable underwritten rights issue of shares to shareholders.
- Acted for Asian Healthcare Specialists Limited in its issuance of convertible bonds to Encyclia 1 Investments Pte. Ltd. and Vanda 1 Investments Pte. Ltd., which are Singapore incorporated companies managed and controlled by Heliconia.
- Acted for Sinochem International (Overseas) Pte. Ltd. in its S$175.45 million renounceable non-underwritten rights issue of shares to shareholders.
- Acted for Japfa Ltd. in relation to the renounceable non-underwritten rights issue of up to 188,137,749 new ordinary shares in the capital of the Company at an issue price of S$0.50 for each rights share on the basis of one new share for every 10 existing shares held by entitled shareholders of the Company as at the books closure date of 13 January 2020.
- Acted for China Haida Ltd., which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, in its transfer of listing to Catalist Board coupled with a S$4.08 million renounceable non-underwritten rights issue of shares to shareholders.
- Acted for CGS-CIMB Securities (Singapore) Pte. Ltd. as placement agent in the placement of S$15 million redeemable convertible bonds of Yongnam Holdings Limited.
- Acted for Gaylin Holdings Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, in the subscription of shares in Gaylin Holdings Limited by PeakBayou Limited at the issue price of S$0.05 per subscription share, amounting to an aggregate gross consideration of S$68 million.
- Acted for Singapore-listed Gallant Venture Ltd. (“Gallant”) in the subscription of shares in Gallant by certain subscribers at the issue price of S$0.133 per subscription share, amounting to an aggregate gross consideration of S$68.24 million.
- Acted for Genting Singapore Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, in the re-domiciliation of Genting Singapore Limited from the Isle of Man to Singapore, by way of de-registration in the Isle of Man and registration in Singapore under the new legal regime for inward re-domiciliation of foreign corporate entities which came into force in Singapore on 11 October 2017.
