James Chan is a Partner in Rajah & Tann Singapore’s Capital Markets and Mergers & Acquisitions Practices.
Effectively bilingual in English and Chinese, his main areas of practice are capital markets and mergers and acquisitions, many of which are cross-border in nature across jurisdictions such as China, Malaysia and Hong Kong. His experience includes initial public offerings, secondary listings and a wide range of corporate actions by SGX-listed issuers, including acquisitions and divestments, interested person transactions, business diversifications, reverse takeovers, secondary equity fundraising, shareholders’ mandates and spin-offs.
James regularly advises SGX-listed issuers on continuing obligations and compliance matters. He is also the manager of R & T Corporate Services Pte. Ltd., the continuing sponsorship arm of the firm which advises Catalist-listed issuers on their compliance with the continuing obligations under the SGX listing rules.
James graduated with his LLB (Hons) from the National University of Singapore, where he was placed on the Overall Dean’s List for being among the top 10% of students in his cohort and won the KhattarWong Securities Regulation Prize.
EXPERIENCE
Capital Markets
- Acted for China Jinjiang Environment Holding Company Limited in respect of its initial public offering and listing on the Main Board of the SGX-ST. At the time of its listing, Jinjiang Environment was the largest private waste-to-energy operator in China and had a market capitalisation of S$1.08 billion.
- Acted for Koufu Group Limited in respect of its initial public offering and listing on the Mainboard of the SGX-ST. Koufu is one of the most established and largest operators and managers of food courts and coffee shops in Singapore. Koufu’s market capitalisation at the time of its listing was approximately S$350 million.
- Acted for DBS Bank Ltd. in respect of the initial public offering and listing of Econ Healthcare (Asia) Limited on the Catalist Board of the SGX-ST. Econ Healthcare is the largest private nursing home operator in Singapore and Malaysia with presence in China. Econ Healthcare’s market capitalisation at the time of its listing was approximately S$72 million.
- Acted for NoonTalk Media Limited in respect of its initial public offering and listing on the Catalist Board of the SGX-ST. NoonTalk Media Limited is a Singapore-based media entertainment company and its market capitalisation at the time of its listing was approximately S$44 million.
- Acted as Singapore counsel to ASX-listed OM Holdings Limited in its secondary listing by introduction on the Main Market of Bursa Malaysia, which marked the first dual listing on Bursa Malaysia and the Australian Securities Exchange.
- Acted for SGX-listed Zheneng Jinjiang Environment Holding Company Limited in its issuance of US$200 million in senior unsecured notes.
- Acted for SGX-listed Zheneng Jinjiang Environment Holding Company Limited in its private placement which raised gross proceeds of S$107 million.
- Acted for SGX-listed Tiong Seng Holdings Limited in a strategic investment in Tiong Seng by Continental Steel Pte Ltd, which is one of the largest premier steel suppliers in Southeast Asia.
- Advised on IPOs, secondary listings and reverse takeovers of companies on the SGX-ST, including Chinese-incorporated companies under the direct listing framework.
- Acted as Singapore counsel to Singapore-based businesses in their overseas listings in Hong Kong and their secondary listings on the SGX-ST.
Mergers & Acquisitions
- Acted for Keppel Infrastructure Fund Management Pte. Ltd. (in its capacity as Trustee-Manager of Keppel Infrastructure Trust (KIT)) in the acquisition by KIT of a 50% equity interest in Marina East Water Pte. Ltd. (MEW) that entitles KIT to the entire economic benefit from MEW, which owns the Keppel Marina East Desalination Plant. This is the largest acquisition of a desalination plant in Singapore’s history by deal value, with MEW having an enterprise value of S$323 million.
- Acted for Ethoz Group Ltd. and Tan Chong Investments Limited in the acquisition by Tan Chong of a remaining 50% stake in Ethoz, which valued Ethoz at S$305 million. This was one of the largest publicly-announced deals in the mobility services and financing solutions industry in Singapore in recent years.
- Acted for Wang Learning Centre Pte. Ltd., a leading Chinese language tuition chain in Singapore serving over 10,000 students across 12 centres, in a strategic investment in Wang Learning Centre by Sun Venture, a privately-held investment firm
- Acted for SGX-listed Zheneng Jinjiang Environment Holding Company Limited in its RMB440 million (S$88 million) acquisition of two waste-to-energy plants in China.
- Acted for SGX-listed Tiong Seng Holdings Limited in its disposal of four properties with a combined value of over S$50 million.
- Acted for V3 Gourmet in its acquisition of a majority stake and investment in Bacha Coffee.
- Acted for V3 Group in its acquisition of a majority stake in Futuristic Store Fixtures, a leading store fixtures specialist which supports some of the world’s leading retail brands.
- Acted for Kingspan Group, an Ireland-listed provider of insulation and building envelope solutions, in its acquisition of Hao Wei, an insulation materials manufacturer with presence in Singapore and Malaysia.
- Acted for a large German multinational corporation in conducting a due diligence exercise in connection with its potential investment in a unicorn Hong Kong-based delivery services platform.
- Acted for a large Japanese conglomerate in its joint venture in Thailand relating to the operation and maintenance of buildings.
- Acted for Best World International in its investment in Celligenics, a biomedical start-up engaged in stem cell therapeutics.
- Acted for Govin Capital, a digital health-focused fund, in its investment in eBeeCare, an online platform for home healthcare services.
- Acted for clients in various industries on corporate restructuring exercises including amalgamations
Listing Advisory and Regulatory Compliance
- Legal compliance adviser for SGX-listed companies.
- Advised on the applicable restrictions and safe harbour provisions under Singapore securities law relating to securities offerings, secondary fund raising and employee share incentive schemes.
- Advised several SGX-listed issuers in relation to their corporate actions such as acquisitions and divestments, interested person transactions, business diversifications, reverse takeovers, secondary equity fundraising, shareholders’ mandates and spin-offs.
- Advised on the distribution of pre-deal research reports in Singapore for overseas IPOs and securities offerings.
Continuing Sponsorship Activities
- Manager of R & T Corporate Services Pte. Ltd., the continuing sponsorship arm of the firm which advises Catalist-listed issuers on their compliance with the continuing obligations under the SGX listing rules.
- Undertook continuing sponsorship activities for several companies listed on the SGX Catalist Board.
PUBLICATIONS
- Co-Author, Singapore Chapter, Equity Finance Trends and Developments (2024), Chambers and Partners
- Co-Author, Singapore Chapter, Equity Finance Law and Practice (2024), Chambers and Partners
- Presenter, Listing in Singapore module (2024), ISCAccountify and Boardflix platforms of the Institute of Singapore Chartered Accountants
