Cynthia Wu specialises in corporate governance and strategic advisory work involving issuers listed on the Singapore Exchange (SGX) and restructuring exercises involving private and public companies in Singapore and in the region.
She regularly advises listed issuers and investors on crisis management, together with the Firm’s network of experts, handling shareholder activism (contentious and non-contentious), poison pen allegations, regulatory investigations, financial distress, restructuring and cybersecurity attacks. She also handles the full suite of corporate actions undertaken by SGX-listed issuers, ranging from acquisitions and divestments, investments, business diversifications, joint ventures, reverse takeovers, secondary equity fundraising exercises (such as placements and rights issues), spin-offs, resumption of trading proposals and delistings.
She works closely with listed boards and executive teams to develop robust governance frameworks that promote transparency, accountability, and ethical conduct. She is also the senior manager of R & T Corporate Services Pte. Ltd., the continuing sponsorship arm of the firm, and works closely with Catalist-listed issuers and their board and management on their continuing listing obligations. Leveraging on her dual role (as a lawyer and continuing sponsorship work), she also acts as legal advisers to financial institutions in relation to their continuing sponsorship roles.
She is also part of the Firm’s Sustainability practice, and advises clients on sustainability reporting requirements and the ever-evolving needs of organisations in this field.
EXPERIENCE
Corporate Governance and Strategic Advisory (involving SGX-listed issuers)
- Advised the liquidators (and formerly judicial managers) of Swiber Holdings Limited on the completion of the restructuring and delisting of the issuer.
- Advised restructuring administrators and liquidators of Alita Resources Limited in relation to their disclosure obligations in relation to restructuring and various actions undertaken under the deed of company administration (which was subsequently discharged).
- Advised liquidators and judicial managers of various other issuers on restructuring and directed delisting.
- Advised shareholders of Mainboard and Catalist-listed issuers to successfully requisition resolutions to remove certain members of the board of directors of the issuers.
- Advised Aedge Limited in relation to their proposed diversification of core businesses.
- Advising listed entities on their disclosure obligations as to ongoing litigation proceedings.
- Advising listed entities on the adoption of interested person mandates.
- Advised listed entities in relation to resumption of trading.
- Advising financial institutions as lenders to listed entities in financial distress.
- Advising substantial shareholders and directors on their disclosure obligations under the Securities and Futures Act in relation to their interests in listed entities.
- Advising listed issuers in relation to the adoption of the scrip dividend scheme and adoption of equity incentive plans for their group companies.
- Advising listed issuers in relation to investigations into potential cybersecurity attacks.
- Advising listed entities in relation to reviewing their corporate policies and best practices.
Capital Markets
- Advised Citigroup Global Markets Singapore Pte. Ltd., DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited and United Overseas Bank Limited as joint bookrunners on the equity fund raising undertaken by Lendlease Global Commercial REIT to raise gross proceeds of no less than approximately S$573.8 million.
- Advised DBS Bank Ltd. as the sole financial adviser, manager and underwriter on the S$2.1 billion renounceable underwritten rights issue of new ordinary shares by Sembcorp Marine Ltd, which was at the time of its launch, Singapore’s second largest rights issue in 2020.
- Acted for Hong Leong Asia Limited in its renounceable non-underwritten rights issue to raise gross proceeds of up to S$202.3 million.
- Acted for Jefferies LLC, Leerink Partners LLC and Mizuho Securities USA LLC (as representatives of several underwriters) in the follow-on offering by Wave Life Sciences Ltd. which is listed on the NASDAQ. Advised TBN Property Company Limited on its proposed S$106 million acquisition of listing status of Memstar Technology Ltd. by way of a scheme of arrangement under Section 210 of the Singapore Companies Act.
- Advised BRC Asia Limited on its S$46.99 million placement of new shares, to strengthen its financial position and build up its war chest to capitalise on opportunities for strategic investments, acquisitions, alliances, joint ventures and / or expansion of businesses.
- Acted for AsiaPhos Limited in its rights cum warrants issue in conjunction with a redemption of preference shares.
- Acted for SAC Capital Private Limited, the financial adviser, placement agent and sponsor to LH Group Limited in the reverse takeover of the company via the acquisition of Pacific Star Development Pte. Ltd for a purchase consideration for S$140 million and transfer of listing status to Catalist.
- Acted for United Overseas Bank Limited (as sponsor and underwriter) and Asiasons WFG Capital Pte. Ltd. (as placement agent) in the public invitation of AsiaPhos Limited and listing on Catalist. Immediately post-invitation, the company had a market capitalisation of approximately S$200 million (based on its invitation price). Acted for Religare Health Trust Trustee Manager Pte Ltd, the trustee-manager of Religare Health Trust, and Fortis Healthcare Limited, the sponsor of RHT, in the initial public offering of common units of RHT and the listing of RHT on the Main Board of the Singapore Exchange. RHT had a market capitalisation of S$709.3 million (based on the offering price) on its listing.
- Advising HG Metal Manufacturing Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, in its S$19.75 million renounceable non-underwritten rights issue
- Advised HG Metal Manufacturing Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, in its S$13.33 million placement of shares to Green Esteel Pte. Ltd..
- Advising Leader Environmental Technologies Limited. which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, in its issue of US$15 million redeemable zero-coupon convertible bonds to InnoVision Pomelo LP. The company specialises in sludge treatment, artificial intelligence water management, and the production of high performance membranes.
Mergers & Acquisitions Involving Listed Issuers
- Advising BRC Asia Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, in its US$16.07 million acquisition of interest in Angkasa Daehan Steel Pte. Ltd., which is principally engaged in the business of construction, trade, dealing and/or fabrication of steel reinforcement and/or related activities, whether on-site or off-site.
- Advising BRC Asia Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, in its US$14 million disposal of interest in Pristine Islands Investment Pte. Ltd., which holds a subsidiary undertaking hotel and resort operations and airport management in Maldives.
- Advising HG Metal Manufacturing Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, in the S$2.43 million disposal of interest in its Myanmar subsidiary, First Fortune International Company Limited.
- Advising Hsteel Pte. Ltd. in its S$140 million investment in New Vision Holding Pte. Ltd., which is presently held by The Place Singapore Investment Pte. Ltd. (a subsidiary of The Place Holdings Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited), MCC Land (Singapore) Pte. Ltd. and Sun Card Limited.
- Advised China Shenshan Orchard Holdings Co. Ltd. (formerly Dukang Distillers) on its acquisition of a kiwifruits business and disposal of its Chinese liquor business, each for a consideration of RMB1.11 billion (approximately S$220.6 million).
- Advised Viking Offshore and Marine Limited, which is listed on Catalist, on its S$12.1 million disposal of shares in Viking Facilities Management & Operations Pte. Ltd., which held logistics properties in Kian Teck Road, Singapore.
- Advised CITIC Envirotech Ltd. on its selective capital reduction of shares at S$0.55 per share subsequent to its delisting from the Main Board of the Singapore Exchange, which valued the group at S$1.34 billion. Advised BRC Asia Limited on its S$199.3 million pre-conditional voluntary cash offer for shares in Lee Metal Limited.
- Advised Esteel Enterprise Pte. Ltd. on its S$75.44 million acquisition of shares in BRC Asia Limited from LingCo Marine Pte. Ltd., LingCo Holdings Pte. Ltd., Sin Teck Guan (Pte) Ltd. and Messrs. Seah Kiin Peng and Lim Siak Meng, thereby triggering a mandatory conditional cash offer. The group was valued at approximately S$187.03 million based on the offer price. Also advised Esteel Enterprise Pte Ltd on its vendor compliance sale of S$12.22 million shares in BRC Asia Limited to restore the free float of the company to enable resumption of trading in its shares.
- Acted for Changtian Plastic & Chemical Limited in the voluntary unconditional cash offer for and subsequent compulsory acquisition of the company by United Tech Industries Limited.
- Advised Sunmart Holdings Limited on the exit offer by Mr. Sun Bingzhong (the company’s executive chairman and chief executive officer), in connection with its voluntary delisting from the Singapore Exchange. Based on the offer price of S$0.07 per share, the group was valued at approximately S$28.14 million.
- Advised Energian Pte. Ltd., a wholly-owned subsidiary of Falcon Energy Group Limited, on its voluntary general offer for CH Offshore Ltd.. The offer valued the target at approximately S$387.8 million.
- Acted for United Engineers Limited in the group’s all-cash mandatory, competitive, offers for stock units and convertible bonds of WBL Corporation Limited, which valued WBL at S$1.125 billion.
- Advised United Envirotech Ltd. on the voluntary general offer by CKM (Cayman) Company Limited (a consortium vehicle between CITIC and Kohlberg Ravis Roberts & Co. L.P.) for UEL, which valued the target at approximately S$1.9 billion.
- Advised OCBC Bank and its insurance arm Great Eastern on the sale by the group and the Lee family of their stakes in Fraser & Neave, Limited and Asia Pacific Breweries Limited to Thai Beverage and an affiliate of Thai Beverage, for a total consideration of S$3.8 billion.
- Advising listed issuers on undertaking spin-offs to foreign stock exchanges.
Private Mergers & Acquisitions
- Advised Eruditus, a Mumbai-based edutech company in series of fundraising exercises, including a fundraising exercise of up to US$650 million to incoming investors, which included venture capital firm Accel US, Japan’s SoftBank Vision Fund II, and the Canada Pension Plan Investment Board.
- Advised Toptip Holding Pte. Ltd. on its S$233.2 million acquisition of shares in Natsteel Holdings Pte. Ltd., which supplies premium reinforcement steel products and solutions for the construction industry and has an annual production capacity of over 2 million tonnes, from Tata Steel Limited.
- Advised Provident Growth and Monk’s Hill Ventures, the shareholders of Horangi Pte. Ltd., in the sale of Horangi to Bitdefender Holding B.V.
MEMBERSHIPS / DIRECTORSHIPS
- Member, The Law Society of Singapore
- Member, The Singapore Academy of Law
