Charmaine Saw is a Partner in Rajah & Tann Singapore’s Capital Markets and Mergers & Acquisitions Practice Groups.
She is experienced in a wide range of corporate and commercial transactions, including public take-overs and privatisations, domestic and cross-border mergers & acquisitions, joint ventures, private equity and venture capital investments, corporate restructurings, initial public offerings, secondary fundraisings and de-SPACs. She also advises on continuing listing obligations for SGX-ST listed issuers and general corporate matters.
Charmaine graduated with an L.L.B. (Hons) from the National University of Singapore. She was one of the top candidates ranked joint second in Part B of the Singapore Bar Examinations in 2018.
EXPERIENCE
Take-overs and Privatisations
- Acted for PARAGON REIT Management Pte. Ltd. (as manager of PARAGON REIT) in the S$2.8 billion privatisation of PARAGON REIT by way of a trust scheme of arrangement and delisting of PARAGON REIT from the SGX-ST.
- Acted for Japfa Ltd. in the S$1.18 billion privatisation of Japfa Ltd. by way of a scheme of arrangement and delisting from the SGX-ST.
- Acted for Econ Healthcare (Asia) Limited in the S$88 million acquisition by a subsidiary of TPG Fund by way of a scheme of arrangement and delisting of Econ Healthcare (Asia) Limited from the Catalist of the SGX-ST.
- Acted for SGX Catalist-listed OUE Healthcare Limited in the conditional exit offer to acquire the shares in Healthway Medical Corporation Limited for the voluntary delisting of Healthway Medical Corporation Limited from the Catalist of the SGX-ST.
- Acted for Temasek Holdings, a substantial shareholder of Righteous Crane Holdings Pte. Ltd. in the sale of Eu Yan Sang International Ltd to a consortium led by Rohto Pharmaceutical Co., Ltd and Mitsui & Co., Ltd. for a total cash consideration of not less than S$687 million.
- Acted for SB REIT Management Pte. Ltd. (as manager of Soilbuild Business Space REIT) in the S$700 million privatisation and delisting of Soilbuild Business Space REIT from the SGX-ST by way of a trust scheme of arrangement by Clay Holdings III Limited, an entity indirectly owned by the Chairman of the Soilbuild Group, and Blackstone Real Estate.
- Advised Oversea-Banking Chinese Corporation Limited, as the sole financial adviser and the lender to TKL & Family Pte. Ltd., in relation to the S$632.4 million pre-conditional voluntary general offer to acquire shares in Roxy-Pacific Holdings Limited.
- Acted for OUE Limited in the voluntary tender offer with Auric Bespoke I Pte. Ltd. to acquire up to 40.0% of the total issued and fully paid-up shares in the capital of PT Matahari Department Store Tbk, a company listed on the PT Bursa Efek Indonesia.
- Acted for OUE Hospitality REIT Management Pte. Ltd. (Manager of OUE Hospitality Real Estate Investment Trust) and OUE Hospitality Trust Management Pte. Ltd. (Trustee-Manager of OUE Hospitality Business Trust) on the merger of OUE Commercial Real Estate Investment Trust and OUE Hospitality Trust by way of a trust scheme of arrangement, which at the time was the largest merger between two real estate investment trusts/stapled trusts in Singapore.
Private Mergers & Acquisitions / Joint Ventures
- Acted for Pine Labs Limited on its landmark cross-border amalgamation with its Indian subsidiary, Pine Labs Limited. This transaction structure was then unprecedented and marked the first of the cross-border amalgamations between a Singapore-incorporated company and a foreign company utilising a structure sanctioned by the Singapore courts.
- Acted for Kiranakart Pte. Ltd. on its cross-border amalgamation with its Indian subsidiary, Kiranakart Technologies Private Limited. This was the first completed cross-border merger between a Singapore-incorporated company and a foreign-incorporated entity utilising this structure.
- Acted for CapitaLand Data Centre Trust in the sale of a sub-trust which owns a Tier III colocation data centre in Singapore at 9 Tai Seng Drive to CapitaLand Ascendas REIT.
- Acted for OUE Lippo Healthcare Limited on its divestment of two wholly-owned subsidiaries holding 12 nursing homes located across Japan to Perpetual (Asia) Limited (in its capacity as trustee of First Real Estate Investment Trust) for a total consideration of approximately S$163.5 million.
- Acted for Nuveen and JPMG in the acquisition of One George Street for approximately S$1,281.5 million.
- Acted for Viva Land in the acquisition of So/ Singapore hotel for approximately S$240 million.
- Acted as lead transaction counsel to PSA Marine in its acquisition of 100% of the stake in Tramarsa Flota S.A. and its subsidiaries from the sellers, Inversiones Piuranas S.A. and Grupo Piurano de Inversiones S.A. This deal marked PSA’s first overseas investment in Peru.
- Acted for Singapore Trade Data Exchange Services in the joint venture involving IMDA, PSA, Trafigura, financial institutions and other asset and carrier operators to develop a supply chain common data infrastructure platform to streamline the sharing of information and data across global supply chain ecosystem partners.
Private Equity / Venture Capital
- Acted for Heliconia Capital Management Pte. Ltd. in its investment in VM Education Pte. Ltd., which owns and franchises PlayFACTO student care centres in Singapore.
- Acted for Tower Capital Asia Pte. Ltd., a mid-market private equity firm based in Singapore, in its acquisition of a strategic significant stake in WWRC Holding Pte. Ltd., a market leader in Asia in providing innovative chemical solutions across the industrial and life science sectors, with operations in 12 cities across 8 countries in Asia.
- Acted for Saison Capital Pte. Ltd. in avUS$16.9 million Series A round in a fintech company that provides a digital payment platform for businesses engaging in cross-border transactions.
- Acted for Credit Saison Asia Pacific Pte. Ltd. in a US$30 million Series B round in a financial technology company that provides unsecured loan solutions to communities in Indonesia.
- Acted for Saison Capital Pte. Ltd. in a US$15 million Series D round in a company that engages in the provision of financial services and products including P2P fintech lending, payment services and virtual, digital or other neo banking services.
Capital Markets
- Acted in Austasia Group Ltd’s IPO and listing on HKEX (market capitalisation HK$4,479 million (S$769.8 million) at listing) constituting a spin-off listing by SGX-ST listed Japfa Ltd. of their China-focused dairy unit.
- Acted in the distribution in specie by SGX-ST listed Japfa Ltd. of its shares in its subsidiary Austasia Group Ltd, effected through a US$580.90 million capital reduction.
- Advised Bridgetown 2 Holdings Limited, a SPAC formed by Pacific Century Group and Thiel Capital LLC, in respect of its de-SPAC and merger with PropertyGuru Pte. Ltd. into a combined company with an equity value of approximately US$1.78 billion and the listing of the combined company on the New York Stock Exchange.
- Advised Ohmyhome Limited in its US$15.1 million initial public offering and listing on the NASDAQ Capital Market, the first Singapore-based company listed in the U.S. in 2023.
- Advised Pasture Holdings Ltd. in its initial public offering and listing on the Catalist of the SGX-ST.
- Advised DBS Bank Ltd. as the sponsor, issue manager, underwriter and placement agent, in respect of the initial public offering of Econ Healthcare (Asia) Limited on the Catalist of the SGX-ST.
- Advised DBS Bank Ltd. as the sole financial adviser, manager and underwriter in the renounceable underwritten rights issue of up to 18,833,468,826 new ordinary shares in the capital of Sembcorp Marine Ltd, to raise gross proceeds of approximately S$1.5 billion.
- Advised OM Holdings Limited in its secondary listing on the Main Market of Bursa Malaysia Securities Berhad by way of introduction.
- Acted for the joint bookrunners and underwriters in the private placement of new units in Keppel DC REIT to raise gross proceeds of approximately US$204.3 million.
