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Banks Do Not Owe Customers Non-Contractual Duty
Of Care .......................................................................................... 2
IP EDGE
Philip JEYARETNAM, SC
philip.jeyaretnam@rodyk.com
+65 6885 3605
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Major Changes To Singapore Patent Law ................................... 5
LITIGATION BRIEF
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Easing The Law Of Easements In Singapore ............................... 7
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Singapore Court Upholds Registration Of “Ku De Ta”
Trade Marks ................................................................................ 12
PROPERTY NOTES
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Executive Condominiums (EC): Special Considerations
For Developers ........................................................................... 14
RODYK NEWS
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News ............................................................................................ 18
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Recent Significant Deals ............................................................. 20
MCI (P) 159/02/2014
© Rodyk & Davidson LLP 2014
Limited Liability Partnership
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Banks Do Not Owe Customers Non-Contractual
Duty Of Care
In the recent case of Deutsche Bank AG v Chang Tse Wen and another appeal
[2013] SGCA 49, the Court of Appeal addressed the issue of whether a bank
owes a tortious duty of care to advise a customer on his portfolio and
management of his wealth when such advice does not fall within the scope of
their contract.
Facts
Bernice ONG
Partner
Finance
bernice.ong@rodyk.com
+65 6885 3696
The case concerned a customer (Customer) who was about to come into a
considerable amount of money from a sale of shares. A relationship manager
(RM) from Deutsche Bank (DB) initiated a meeting (Meeting) where the
Customer was informed of private wealth management services offered by DB.
For the next four months, the Customer did not seek any investment advice
from the RM except for some advice on the share sale.
The Customer subsequently opened an account with DB. The account opening
documents included a service agreement and he subsequently signed a second
agreement relating to foreign exchange trading and derivatives. Through his DB
account, the Customer purchased a large quantity of structured equity products
known as accumulators within a short period of time. At the same time, the
Customer was also trading through at least three other trading accounts with
other financial institutions which DB was unaware of. His investments included
a large amount of shares and accumulators.
Some months later, DB informed the Customer of the total exposure under his
DB account and issued several margin call letters to him. DB subsequently
exercised their contractual termination and security rights. The Customer lost
all the money in his DB account and further owed DB approximately US$1.8
million.
The litigation began when DB sued for the outstanding sum owing and the
Customer counterclaimed for losses sustained due to DB’s alleged negligence,
breach of fiduciary duty and misrepresentation. In the High Court, the
Customer succeeded on his counterclaim of negligence and was awarded
damages in the region of US$49 million. The High Court found that DB had
assumed a pre-contractual duty to advise the Customer on the management of
his new wealth. DB appealed.
At the outset, the Court of Appeal noted that the Customer had appreciated
the risks inherent in investing in accumulators and that he was capable of
understanding the terms of the agreements he signed. This case was not about
the mis-selling of a financial product. The issue before the court was, instead,
whether DB had assumed a tortious duty of care in advising the Customer on
the management of his wealth.
No duty to provide advisory services prior to contract
Although the High Court had found that the pre-contractual duty of care came
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into existence at the Meeting, during which the RM touted the private banking
services offered by DB, the Court of Appeal disagreed. The Meeting was “a
salesperson’s pitch, more akin to an invitation to treat” and there was no
agreement reached at the Meeting regarding the services that DB would provide
to the Customer.
Furthermore, in the four months preceding the opening of the DB account, DB
had not undertaken to provide any services and the Customer had no
expectation of DB providing any services. If the Customer had genuinely
expected to receive a formal proposal from DB on the advisory services that
they would provide to the Customer, he would have pressed for it. The Court
of Appeal concluded that DB had not assumed any responsibility to provide any
advisory services to the Customer prior to the opening of the Customer’s DB
account.
No duty to provide advisory services under or outside of contract
The two agreements which were entered into by the Customer in connection
with his DB account contained no obligation on DB’s part to provide advisory
services. In fact, the Court of Appeal noted that the account was an executiononly account and DB had no discretion to enter into transactions other than at
the Customer’s direction. The Court of Appeal noted that the parties could
have structured an arrangement in which DB undertook obligations to advise
the Customer on his investment portfolio or wealth management. However,
such an arrangement would “in all likelihood have given rise to a different set of
documents specifying things such as [the Customer]’s expected rate of return,
the limits on the type of transactions he was or was not comfortable dealing
with, the anticipated investment time horizon, DB’s fee structure for such
services and so on”, which were not reflected in the contractual arrangement
between the Customer and DB.
Emails from the RM introducing various financial products to the Customer
were construed by the Court of Appeal as “solicitations and sales pitches”. The
Court of Appeal, after examining the contents of the emails, highlighted that the
RM had not offered or attempted to offer advice on the structuring of the
Customer’s overall portfolio and these communications could not lead to an
assumption of responsibility on DB’s part to provide advisory services.
No advisory relationship
Thus the Court of Appeal concluded that the circumstances failed to establish
an advisory relationship between DB and the Customer for the following
reasons:(1)
DB had not assumed any responsibility to provide advisory services to the
Customer under the contractual arrangement between them.
(2)
The judge at first instance did not explain how any pre-contractual duty to
provide advisory services, if it existed, survived the parties’ entry into the
formal agreements on terms that did not include or contemplate such a
duty.
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(3)
The fact that DB may have told the Customer that it was able to provide
investment and wealth management advice did not amount to an
undertaking to place that capability at the Customer’s service.
(4)
Even if DB was aware that the Customer was a novice, DB was under no
legal duty to stop the Customer from undertaking trades as it believed
that he understood the potential risks and rewards.
(5)
The Customer himself did not view the relationship between DB and
himself as an advisory relationship. He did not press DB for advice and
was trading large amounts in other accounts with other financial
institutions which DB was unaware of. It was unreasonable for the
Customer to think that DB had undertaken a responsibility to advise him
on his overall portfolio when DB did not know about his other accounts.
Conclusion
This case reaffirms the general approach in Singapore that the obligations owed
by a bank to its customer are based in contract and a non-contractual duty of
care will not be readily implied or assumed. Importantly, to avoid assuming such
non-contractual duty of care, the bank and its officers must ensure that they do
not represent to the customer any obligations beyond what has been
contractually agreed. The Court of Appeal remarked that the litigation in this
case may have been avoided if banks cleaned up their paperwork and
communicated in clear terms with their customers precisely what services were
being provided and, crucially, what services were not. Bank officers should also
think twice before they respond to a customer’s request for advice and refrain
from giving such advice if the contract between the parties does not provide for
advisory services. Although the onus is on the customer to voice out when the
customer does not understand or appreciate the nature and risks of a
transaction or to actively seek investment advice, as a matter of good business
practice, it is also advisable for banks to clearly explain or indicate on their
documents the scope of their duties to their customers. An example drawn
from this case would be the difference between merely identifying products and
investment opportunities for the customer’s consideration, and actually giving
advice on the product. Banks should tread carefully to avoid creating any
expectation on the customer’s part of services which go beyond the scope of
the contractual arrangements between the parties.
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Major Changes To Singapore Patent Law
Singapore patent law was amended with effect from 14 February 2014 (2014
patent legislation). The 2014 patent legislation revises Singapore’s patent law in
several important aspects including:(1)
changing the Singapore patent system from a “self assessment” system to a
“positive grant” system;
(2)
changing the examination options and timelines associated with such
options; and
(3)
removing post-grant search and examination provisions.
YEW Woon Chooi
Partner
Intellectual Property &
Technology
yew.woonchooi@rodyk.com
+65 6885 3609
“Self assessment” system to a “positive grant” system
Under the previous system, an applicant was able to request a grant of patent as
long as certain formal requirements were complied with, even if the
examination report was not favourable. Patents granted with an unfavourable
examination report could be revoked easily. However, such a system was
popular with many businesses as it enabled them to obtain a grant of patent
easily, giving the business a perceived competitive advantage.
HENG Li Ling
Patent Agent
Intellectual Property &
Technology
heng.liling@rodyk.com
+65 6885 3713
With the 2014 “positive grant” system, applicants can only request a grant of a
patent if the Registrar issues a notice of eligibility based on a favourable
examination report. The “positive grant” system will therefore improve the
quality of patents granted in Singapore.
Examination options for applicants
The 2014 patent legislation changed the timelines for the various examination
options.
In addition, the legislation introduced the requirement for a supplementary
examination in Singapore where an applicant wishes to rely on the results of an
examination report issued by the International Preliminary Examination
Authority or a corresponding foreign patent office. If the examiner is satisfied
that the requirements of patentability are met, he will issue a favourable
examination report and a notice of eligibility to the applicant. The applicant may
only request for a grant of patent after the notice of eligibility is issued.
Removal of post-grant search and examination provisions
Under the 2014 patent legislation, there is no longer an option of examining
granted claims after the grant.
Conclusion
With the positive grant system, a Singapore patent or a Singapore search and
examination report can be used to facilitate prosecution in other countries and
save costs. This is made possible through:
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the ASEAN Patent Examination Co-operation (ASPEC) programme with
the ASEAN IP Offices of Brunei Darussalam, Cambodia, Indonesia, Lao
PDR, Malaysia, the Philippines, Thailand and Viet Nam; and
>
the Patent Prosecution Highway (PPH) pilot programmes with the patent
offices of the United States of America, Japan, China and Korea.
The new patents regime complements Singapore’s master plan to develop
Singapore as an IP hub, as it makes it advantageous for applicants to first file a
patent application in Singapore.
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Easing The Law Of Easements In Singapore
Introduction
The Singapore government is proposing a new section 105A to the Land Titles
Act 1 (LTA) that specifically empowers the courts to vary or extinguish
easements over registered land in certain additional circumstances. When
passed, section 105A will have a significant impact on the law of easements in
Singapore.
LING Tien Wah
Partner
Litigation & Arbitration
ling.tienwah@rodyk.com
+65 6885 3621
An easement is a right enjoyed by a land owner (referred to as the dominant
tenement) over the land of another (referred to as the servient tenement) such
as a right of way.
Deficiencies in the current law of easements
There are presently five limited ways to extinguish or cancel a registered
easement under the LTA:(1)
where the dominant and servient tenements came to be owned by the
same owner (section 100);
(2)
where the easement is released in the approved form (section 105(1));
(3)
when the period for which the easement was intended to subsist has
expired (section 106(1)(a));
(4)
when the event upon which the easement was intended to come to an end
has occurred (section 106(1)(b)); and
(5)
when the easement has been abandoned (section 106(1)(c)).
None of the prescribed ways provide for an easement to be extinguished if the
dominant or servient land is redeveloped, or if the use or character or
circumstances of the dominant or servient land has changed through the passage
of time.
There is also no provision allowing an easement to be varied or modified. If a
servient owner wishes to vary or modify an easement, then one option would
be to get the dominant owner to agree to the proposed modification, and “after
reaching agreement… apply for release of the existing easement under section
105, and subsequently register the new modified easement under section 97”
(see the case of Botanica Pte Ltd v. MCST No 2040 [2012] 3 SLR 476 at [51]).
While an easement “is part of a bundle of property rights belonging to a
landowner”2 and should therefore not be lightly trifled with, the law of
easements as it presently stands is unsatisfactory and can sometimes be at odds
with land scarce Singapore3. It also allows a dominant owner to easily hold a
servient owner hostage in the event the servient owner wishes to maximise the
use of the servient tenement by either extinguishing an easement which is
never, or hardly ever, used by the dominant tenement (called an obsolete
easement); or varying the easement.
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For example, the servient owner has the option of cancelling an obsolete
easement under section 106(1)(c) of the LTA by furnishing to the Registrar of
Land Titles evidence of non-user of the easement for a period exceeding 12
years. However, the Registrar will only be able to proceed to cancel the
easement if no objection is received from the dominant owner within one
month from the date the Registrar serves the notice of the application on the
dominant owner. So to hold the servient owner hostage, all that the dominant
owner needs to do is to object to the application and the Registrar would be
“precluded from taking any further action”4. Therefore, regardless of whether
the easement has become obsolete, if the dominant owner is “unyielding or
greedy or… simply too numerous to make a waiver a practical proposition
(then) the burdens live on, and the burdened owner must comply or risk the
consequences”5. The result is extremely unsatisfactory for servient owners as
“the burden of an obsolete easement may continue on a title for many years after
it has ceased to be of any value to the dominant owner”6. It is also an
undesirable obstacle to redevelopment and maximising the land use in land
scarce Singapore.
Judicial inroads mitigating the deficiencies
Two seminal Court of Appeal cases in 2009 have made substantial inroads in
mitigating the deficiencies referred to above.
The first case is that of Lee Tat Development Pte Ltd v. MCST Plan No 301 [2009]
1 SLR(R) 875 (Lee Tat). In this case the dominant owner, MCST Plan No 301
(Grange Heights condominium), had a right of way over the servient tenement
to gain access to Grange Road. The main entrance to the dominant tenement
was however via River Valley Road and not Grange Road. In a novel argument,
the Court of Appeal held that an easement could be extinguished if it was no
longer able to serve the dominant tenement in the manner intended by the
original purpose of the easement:(1)
where the dominant tenement has been altered to such an extent that the
continued use of the easement for the benefit of the dominant tenement
would impose on the servient tenement an excessive burden which was
not intended under the grant; and
(2)
where the easement is no longer able to benefit the dominant tenement
as a result of some supervening event.
The Court of Appeal relied on the fact that the dominant tenement here had
significantly changed in character (i.e. when the bungalow that was originally on
the dominant tenement was demolished and redeveloped into Grange Heights
condominium) and in nature (which was the drastic increase in the number of
people using the easement i.e. from the occupiers of a single bungalow to all the
occupiers of the condominium) in coming to its decision. This led the Court of
Appeal to find that there was excessive use of the easement and the only way to
prevent such excessive use was to extinguish the easement. It also led the
Court of Appeal to find that the circumstances have changed so drastically since
the date of the original grant (which was to give only the occupiers in the
bungalow a right of way from the dominant tenement to Grange Road) that it
would “offend common sense and reality” for it to hold that the easement still
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subsisted. The Court of Appeal accordingly held the easement to have been
extinguished by frustration.
The sheer novelty of the propositions in Lee Tat has opened it to criticism.
Professor Tan Sook Yee, in her book Principles of Singapore Land Law, (Lexis
Nexis, 3rd Ed, 2009), argues that the judgment is “controversial”, there being no
concrete support for the propositions stated by the Court of Appeal. She also
argues the manner in which easements can be extinguished for registered land
are already exclusively set out under the LTA and it was not obvious which of
the heads listed in the LTA the Court of Appeal relied on in coming to its
decision.
The second case is that of Pacific Rover Pte Ltd v. Yickvi Realty Pte Ltd [2009] 4
SLR(R) 951 (Yickvi). In this case, the only access from the dominant tenement
to the main road was through a right of way over the servient tenement. This
right of way cut across and divided the servient tenement into two lots. The
developer Pacific Rover Pte Ltd wanted to maximise the use of the land by
realigning the easement to one side so that the servient tenement was no longer
divided into two lots but would become a single lot instead.
After unsuccessful negotiations with the dominant owner, the developer applied
to court for a declaration that the dominant owner would have no right to
injunctive relief against it in respect of the proposed realignment (this is
commonly known as an “anti-suit injunction”). This was a novel application as,
prior to this case, no one in Singapore had ever attempted to vary an easement
by applying to court to stop the dominant owner from preventing the easement
from being varied. In granting the anti-suit injunction, the High Court reasoned
that it is not “right to deny (the servient tenement) the full use of the Servient
Land just because of (the dominant tenement’s) existing right of way when an
alternative, which did not substantially affect the enjoyment of the right of way,
was available”.
On appeal, the Court of Appeal agreed with the High Court and held, amongst
other things, that “because of the scarcity of land in Singapore, land should be
allowed to be developed to its optimal potential as permitted by planning law
and the claimant suffers no injury or inconvenience as a result”. This proposition
is significant as it marks the first time such policy consideration has been
expounded to deny the dominant owner from enforcing his full rights against
the servient owner. The tide has begun to turn against dominant owners.
The proposed amendments
The legislature has taken the cue from Lee Tat and Yickvi and is now proposing
in Bill No. 4 of 2014 to introduce the following new section 105A to the LTA:(1)
The court may, on application by any person with an interest in a servient
tenement, make an order to vary or extinguish wholly or in part the easement
(including any implied easement) over the servient tenement.
(2)
An order under subsection (1) may be made upon the court being satisfied
(a) that by reason of a change of use in the land affected, as approved by
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planning permission within the meaning of the Planning Act (Cap.
232), or of changes in the character of the land or the
neighbourhood, or other circumstances the court considers material,
the continued existence of the easement will, unless varied or
extinguished, impede the development of the land for public or private
purposes without securing practical benefits to the persons entitled to the
easements; or
(b) that the proposed variation or extinguishment will not substantially
injure the persons entitled to the easement.
(3)
An order varying or extinguishing wholly or in part an easement under
subsection (1) may direct the applicant to pay to any person entitled to
the benefit of the easement such sum by way of compensation as the
court may think just to award under one, but not both, of the following
heads:
(a) a sum to make up for any loss or disadvantage suffered by that person
in consequence of the variation or extinguishment;
(b) a sum to make up for any effect which the easement had at the time
when it was imposed in reducing the consideration then received for
the land affected by it.
(4) An order made under subsection (1) shall not vary or extinguish wholly or
in part an easement until an instrument in the approved form has been
registered.
[emphasis added]
Section 105A(2) is significant as it not only codifies the rationale set out in Lee
Tat (i.e. varying or extinguishing an easement in view of the change of use or
changes in the character of the affected land), it also expands the scope and
rationale set out in Yickvi to include varying or extinguishing an easement in
view of any other material circumstances the court considers material that
would impede the development of the servient tenement without securing
practical benefits to the dominant owner if the easement is left untouched.
In the event a dominant owner is able to prove that he has suffered a loss or
disadvantage, or that the value of the dominant tenement has been adversely
affected, by the variation or extinguishment of the easement, then section
105A(3) empowers the court to award an appropriate compensation to the
dominant owner.
Conclusion
The proposed introduction of section 105A is a step in the right direction.
When passed, it will align Singapore with other commonwealth jurisdictions in
terms of modernising the law of easements in Singapore7. It will also cut down
on unnecessary litigation: a servient tenement will no longer have to be held
hostage by the dominant tenement; or rely on and prove abandonment or
frustration; or apply for an anti-suit injunction; in attempting to vary or
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extinguish an easement so as to maximise the use of the servient tenement.
In the final analysis, the enactment of section 105A may not have created any
new proposition. Instead, it seems to be reaffirming the old stance that has been
adopted since 1966: the sanctity of property rights can never trump the scarcity
of land. Professor Tan Sook Yee succinctly summarises this conclusion as
follows:
“given the scarcity of land and an ever increasing population, it should
be not surprising that the ownership of land is subject to
restrictions”8
The tide has now shifted towards easing the law of easements in Singapore.
The author wishes to acknowledge and thank Terence Wah for his contributions
towards this article.
References:
1
Land Titles (Amendment) Bill, Bill No 4 of 2014, read the first time on 20 January 2014 and the second
time on 17 February 2014. The bill was passed after the second reading on 17 February 2014.
2
Prakash J in Frontfield Investments Holding Ltd v. MCST No 938 [2001] 3 SLR 627 at [44].
3
Land scarcity was mooted in parliament in 1966 as a valid response to arguments against compulsory
acquisition (see Singapore Parliamentary Debates, Official Report (17 March 1967) vol 25 at col 1416)
and later in 1998 in favour of en bloc sales (see Singapore Parliamentary Debates, Official Report (31 July
1998) vol 69 at col 601).
4
John Baalman, The Singapore Torrens System (Being a Commentary on the Land Titles Ordinance 1956 of
the State of Singapore) (The Government of the State of Singapore, 1961) at 177.
5
Scottish Law Commission No 181, Report on Real Burden (October 2000) at [5.4].
6
John Baalman, The Singapore Torrens System (Being a Commentary on the Land Titles Ordinance 1956 of
the State of Singapore) (The Government of the State of Singapore, 1961) at 176.
7
New Zealand: Section 317 Property Law Act 2007; Australia: Section 89(1) Conveyancing Act 1919
(NSW); Canada: Section 35 Property Law Act (British Columbia) (RSBC 1996 c377); and Northern
Ireland: Article 6(2)(a) Property (Northern Ireland) Order 1978.
8
Tan Sook Yee et al, Tan Sook Yee’s Principles of Singapore Land Law, (Lexis Nexis, 3rd Ed, 2009) at
[1.36].
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Singapore Court Upholds Registration Of “Ku De
Ta” Trade Marks
Rodyk acted for Ku De Ta SG Pte Ltd at the High Court.
Introduction
LOW Chai Chong
Partner
Litigation & Arbitration
low.chaichong@rodyk.com
+65 6885 3758
FOO Maw Jiun
Senior Associate
Intellectual Property &
Technology
foo.mawjiun@rodyk.com
+65 6885 3750
Ku De Ta SG Pte Ltd (KDTSG) opened its doors at the Marina Bay Sands Sky
Park in September 2010. KDTSG had acquired the rights to use the "Ku De Ta"
mark from an Australian company, Nine Squares Pty Ltd (Nine Squares), the
registered proprietor of the "Ku De Ta" trade marks in Singapore.
When the "Ku De Ta" trade marks were registered in Singapore by Nine
Squares, Nine Squares was partly owned by Mr. Arthur Chondros, one of the
partners of the partnership operating the restaurant known as "Ku De Ta" in
Bali, Indonesia (KDT Bali).
In December 2010, the partnership commenced proceedings against KDTSG for
infringement of a well-known mark under Section 55 of the Trade Marks Act
and in the tort of passing-off. Subsequently in May 2011, the partnership
commenced proceedings against Nine Squares for a declaration that the "Ku De
Ta" trade marks registered by Nine Squares were held on trust for the
partnership, or alternatively that the trade marks be invalidated as the
registrations were made in bad faith. The actions are reported in Guy Neale and
others v Ku de Ta SG Pte Ltd [2013] SGHC 250 and Guy Neale and others v Nine
Squares Pty Ltd [2013] SGHC 249.
Given the intertwined factual matrix of the actions, both actions were heard
together and evidence adduced for each action was admitted as evidence for the
other.
Findings of the Court
The High Court found that, from the inception of KDT Bali, the partnership
intended the "Ku De Ta" name and goodwill, as it grew, to belong to the
partnership. Nevertheless, the Court rejected both the imposition of an express
trust and an institutional constructive trust of the "Ku De Ta" trade marks
registered by Nine Squares.
At law, the creation of an express trust is contingent upon the certainty of an
intention to create such a trust. On the facts, the Court found that Nine
Squares had expressed no intention of holding the trade marks on trust for the
partnership and, therefore, no express trust could arise.
An institutional constructive trust is imposed in equity and is usually declared at
the Court's discretion under certain recognised categories of facts or
circumstances. The partnership argued for the imposition of an institutional
constructive trust on the basis that Mr. Arthur Chondros had breached his
fiduciary duties to the partnership (one of the recognised categories for the
imposition of an institutional constructive trust) when Nine Squares registered
the trade marks because the registrations were: (1) riding on the partnership's
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goodwill in the "Ku de Ta" name; and (2) a usurpation of the partnership's
corporate opportunity to expand in Singapore. The Court rejected the
imposition of an institutional constructive trust as the Court found that, on the
facts, (1) the partnership did not enjoy any goodwill in the "Ku de Ta" name at
the point of registrations of the "Ku de Ta" trade marks by Nine Squares; and
(2) there was no real or substantial possibility of the partnership setting up an
operation in Singapore under the "Ku de Ta" name and accordingly no
corporate opportunity to usurp.
The Court also rejected the partnership's claim for invalidation of the "Ku de
Ta" trade marks as registrations made in bad faith. The Court found no bad faith
in the registrations because there was no misappropriation of the partnership's
goodwill in the "Ku de Ta" name (there being no goodwill at the point of
registration), and there being no breach of fiduciary duties by Mr. Chondros in
registering these trade marks.
The partnership conceded that dismissal of their action against Nine Squares
would naturally lead to a dismissal of their action against KDTSG, which was
using the "Ku de Ta" trade marks under a valid license from Nine Squares. Both
actions were accordingly dismissed by the Court.
An interesting question of law was also raised in these actions: must a plaintiff
have a business presence in Singapore to sue for passing-off? The Court
explored this question in detail but declined to decide on this question as it was
ultimately unnecessary given the Court's finding that the partnership did not
have goodwill in Singapore to even sustain a cause of action in passing-off. The
Singapore Court have in recent times flirted with this question (most recently in
the Court of Appeal cases of Novelty Pte Ltd v Amanresorts Ltd [2009] 3 SLR(R)
216, Doctor’s Associates Inc v Lim Eng Wah (trading as SUBWAY NICHE) [2012] 3
SLR 193 and Staywell Hospitality Group Pty Ltd v Starwood Hotels & Resorts
Worldwide, Inc [2013] SGCA 65). The answer to this question will no doubt
become increasingly relevant with the expected rise in trans-boundary cases
involving trade marks and trade names.
Future implications
While this case has not fundamentally changed the law relating to trust, trade
marks or passing-off, it is a timely reminder for businesses to protect their trade
marks and trade names at an early stage through registration and not just in
jurisdictions where they directly operate or are looking to expand. As a
defensive and pre-emptive measure, businesses should cast their nets wider and
consider strategic trade mark registrations in other jurisdictions as well.
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Executive Condominiums (EC): Special
Considerations For Developers
The EC scheme was launched in the mid-1990s to provide Singaporeans “private
housing at a lower cost”1 and to create a new housing scheme for a "sandwich
class" of young professionals who exceeded HDB's income ceiling but who
could not afford private property due to the sharp increases in private property
prices.2
LEONG Pat Lynn
Partner
Real Estate
leong.patlynn@rodyk.com
+65 6885 3628
In 2010, the Singapore Government released EC sites for development. This
marked the end of a five-year hiatus as the last launch of an EC project took
place in 2005 (La Casa).
This article examines the unique key features of EC projects which are
increasingly popular, and also sets out some special considerations that a
developer may wish to take into account in developing EC sites.
Key features of EC projects for developers
Who builds them? Unlike HDB flats, EC projects are developed and built by
developers from the private sector. EC projects are strata-titled apartments
built by private developers with facilities and finishes.
Jeannette LIM
Partner
Real Estate
jeannette.lim@rodyk.com
+65 6885 3719
Housing developer’s licence: Like other private housing developments
under construction, the developer of an EC project has to obtain a housing
developer’s licence under the Housing Developers (Control and Licensing) Act.
Documentation: The option to purchase (Option) and sale & purchase
agreement (SPA) for the purchase of EC units are regulated and are prescribed
by the Executive Condominium Housing Scheme Act (ECHS Act). Essentially,
the documents are similar to some extent with the prescribed form of Option
and SPA under the housing developers rules. Any variation to the Option and
SPA, as well as any side letters which vary the terms of the documents, would
require consent from the Minister.
Additional buyers’ stamp duty (ABSD): ABSD is chargeable for a
developer’s acquisition of land for development of an EC project. A licensed
developer will have to apply for upfront ABSD remission to IRAS in order to be
eligible for remission.
Project completion period (PCP): Presently, the PCP for typical sites sold
by the Government is 60 months from the date of purchase. However, at
present, for EC developments, the PCP is typically 48 months from the date of
purchase.
Special restrictions on development: In December 2012, the Government
imposed two measures to prohibit the building of “super-sized ECs”. First, the
Government imposed a maximum of 160 square metres of the strata area for
each EC unit. Second, the Government will regard private enclosed spaces (PES)
and roof terraces (RT) as gross floor area (GFA), which will be subject to a
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development charge or differential premium. Prior to that measure, PES and RT
were not computed as GFA.
When to sell: With effect from 12 January 2013, developers will only be
allowed to launch units for sale 15 months from the date of award of the EC
site, or after physical completion of foundation works, whichever is earlier. The
purpose of this measure is to help moderate EC land bids.3
Key features of EC projects for buyers and developers
Additional buyers’ stamp duty (ABSD): ABSD is automatically remitted on
the purchase of a new EC unit where the sole owner or one of the co-owners
of the EC unit is a Singapore citizen. Where the purchaser of a new EC unit is a
Singapore permanent resident, ABSD of 5% is payable.
Eligibility requirements: To purchase an EC unit, potential buyers (also
called “applicants”) have to meet certain eligibility conditions similar to those
for HDB flats relating to citizenship, income ceiling, family nucleus and nonownership of private property. At present, the average gross monthly
household income of the family nucleus must not exceed $12,000.
>
Prior to the developer serving the notice of vacant possession on the
various purchasers, the developer will have to assess the purchasers’
eligibility afresh to ascertain whether or not they are still eligible to
continue with the purchase of the EC unit.
>
Unless special approval of the Minister is obtained, the EC unit cannot be
sold during the minimum occupation period (MOP), which commences
from the date of the issuance of the temporary occupation permit for the
EC Project and expires five years after. Further, the occupiers who are
essential in the forming of a family nucleus in the application for the
purchase of the EC must continue to be listed in the application and stay in
the EC unit during the MOP.
Sub-sales: As we will elaborate more below, purchasers of EC units are not
allowed to sub-sell or assign their interest in their EC units, unless the approval
of the Minister is obtained.
Availability of loans: As with other private properties, HDB does not provide
loans or mortgages for EC units.
>
Mortgage Servicing Ratio (MSR): On 9 December 2013, the HDB
announced that a 30% MSR cap will apply to purchases of EC units where
the Option is granted on or after 10 December 2013.
>
In that regard, MAS’s Notice 645 (revised 9 December 2013) provides
(among others) that a bank shall not grant any credit facility for the
purchase of an EC unit purchased directly from a developer where the
aggregate monthly instalments for the credit facility exceeds 30% of the
borrower’s gross monthly income. Where there are two or more
borrowers, the cap is 30% of the borrowers’ gross monthly income.
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>
Prior to this announcement, EC purchases were only subject to the total
debt servicing ratio (TDSR) rules, under which up to 60% of household
income can be used to repay a mortgage for a new home purchase, over a
maximum period of 30 years.
>
After the announcement of 9 December 2013, both MSR rules and TDSR
rules apply to the purchase of EC units.
Sale restriction periods: For the first five to 10 years, EC projects are
governed by some restrictions.
>
During the MOP, EC purchasers are governed by restrictions similar to
HDB flats, e.g. the EC purchasers are not allowed to own private property
or to sell their EC units.
>
Between the commencement of the 6th year to the 10th year after the
issuance of the TOP, EC purchasers will be able to sell their EC units (to
Singapore citizens or Singapore permanent residents) or purchase other
private properties. During this period, EC purchasers are not allowed to
sell their EC units to foreigners.
>
After the 10th year, the restriction prohibiting the sale of EC units to
foreigners will no longer apply, and EC units will have the same status as
private condominiums, i.e. they can be sold freely on the open market.
Termination of the SPA due to ineligibility
As mentioned earlier, prior to the service of notice of vacant possession, the
developer will have to assess the purchasers’ eligibility afresh to ascertain
whether or not they are eligible to continue with the purchase of the EC unit.
Where fiancé-fiancée family nuclei are concerned, under HDB’s regulations, the
marriage certificate must be submitted to the developer.
What happens when a purchaser becomes ineligible to continue with the
purchase of the EC unit (e.g. if the fiancé-fiancée family nuclei fails to produce
their marriage certificate)?
Under the prescribed form of agreement, if a purchaser is ineligible to continue
with the purchase of the EC unit, the developer is entitled to terminate the
agreement, subject to certain requirements of the relevant authorities. In
addition, depending on the date the land was launched for sale by the State, the
developer may also be entitled to forfeit 5% or 20% of the purchase price of the
EC unit.
Date the land was launched
for sale by the State
Before 9 December 2013
On or after 9 December 2013
Amount the developer may forfeit
20% of the purchase price of the unit
5% of the purchase price of the unit
Given the potential financial exposure, at the point of purchase, purchasers of
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EC units must therefore take the issue of eligibility seriously as this is a
continuing obligation on the purchasers’ part. Purchasers must also take note
that if they no longer wish to proceed to purchase the unit, it is also not an
option to sub-sell the unit in the open market during the restriction periods. It
is also not an option for the purchasers to return the unit to the developer.
Conclusion
In view of the special nature and various considerations unique to EC projects,
such as eligibility requirements, the developer of an EC project would have to
be prepared to assist with the assessment of the purchasers’ eligibility over a
certain period of time, as the purchasers have to meet (and continue to meet)
eligibility conditions to continue their acquisition of the EC unit.
So, while it may be attractive to a developer to embark on an EC project, it is
also important to note the various requirements where the consent of the
relevant authorities is required for certain decisions or actions to be undertaken
by the developer. It remains very much a partnership between the developer
and the relevant authorities to work together to manage an EC project which is
regulated in several ways. As such, it is essential for developers to understand
the considerations for such projects to avoid pitfalls.
References:
1
Executive Condominiums (HDB-type financing for first-time house owners); (1995, September 27), Vol.
64, cols 1509-1510.
2
Executive Condominium Housing Scheme Bill; (1996, February 27), Vol. 65, cols 732-735.
3
Reviewing Rationale for Executive Condominiums; (2013, January 14), Vol. 90.
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News
Rodyk Challenge 2014
This year’s Rodyk Challenge was designed as a debate based on two draft
hypothetical legislation selected from the Moot Parliamentary Programme (MPP).
The MPP is organised by the Ministry of Education’s Gifted Education Branch
(GEB) to enhance the interest among high ability secondary school students in the
process of drafting and passing legislation to address social and community issues.
Student teams research issues, draft bills and then debate the bills.
Through the luck of the draw, the Rodyk Challenge competitors had to review,
improve and propose one of the two hypothetical bills:(1)
the Minimum Wage Act, which proposed a minimum wage scheme for fulltime employed Singaporeans, to reduce income inequality and increase the
standard of living of lower income wage earners in Singapore; and
(2)
the Cyber Bullying Act, which tries to tackle the problem of internet users
who torment or bully others online.
The grand finalists were judged by Singapore's Attorney-General Steven Chong,
and Rodyk senior partners Gerald Singham (corporate) and Lee Ai Ming
(intellectual property & technology).
After a closely fought battle, Team SMU beat Team NUS to take the title. Team
NUS, however, produced the best speaker in Stephanie Law, who walked away
with the 'Best Individual Performance' award. The winning team walked away with
a grand total of S$6,000 in cash prizes while the runners up received a total cash
prize of S$4,800.
Figure 1 - The victorious Team SMU with AG
Steven Chong.
Figure 2 - The worthy opposing team, NUS,
with AG Steven Chong.
Rodyk thanks the GEB for its support and for allowing the use of the MPP
developed materials in the competition.
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Lions spotted at Raffles Place!
In January 2014, Rodyk took on additional premises across the road from our
current offices at UOB Plaza 1 and what better way to inaugurate the occasion
than to have a pair of fuzzy lions come through. And so it was that on 12
February, right in the middle of the Chinese New Year festive season, the God
of Fortune led a pair of lions through the new premises, accompanied by the
thunderous beating of drums. Every room and workstation was visited by the
trio, ensuring that all who claimed those spaces would have a prosperous and
auspicious year ahead.
What a wonderful start to the Year of the Horse as we look forward to
Rodyk’s continued growth and a happy and healthy year for all!
Figure 2 - Partner Doreen Sim, in her office, getting a
visit from the God of Fortune and both lions. Guess who
will surely enjoy a prosperous 2014?
Figure 1 - The God of Fortune
arrives with the lions in tow.
Figure 3 - Rodyk staff borrow the God of Fortune for a
group photo.
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Recent Significant Deals
Corporate
>
OUE Commercial Real Estate Investment Trust – IPO and other
related matters
Rodyk acted for DBS Trustee Limited, as trustee of OUE Commercial Real
Estate Investment Trust (OUE C-REIT), in (i) the initial public offering of
OUE C-REIT (the IPO) which raised gross proceeds of S$346.4 million, and
in connection with the IPO, (ii) a financing package in relation to OUE
Bayfront, comprising two secured term loan facilities and a revolving credit
facility of an aggregate of S$680 million, and (iii) a term loan onshore facility
of RMB320 million in relation to Lippo Plaza.
Corporate partner Nicholas Chong led, supported by senior associates Nigel
Chia and Tong Junming and associate Shermin Chen.
>
Acquisition of a 100% interest in freehold land and property to be
developed in Sydney – approximately S$472.2 million
Rodyk acted for HSBC Institutional Trust Services (Singapore) Limited, as
trustee of Suntec Real Estate Investment Trust, in the acquisition of a 100%
interest in freehold land and property to be developed in Sydney, Australia
for a total consideration of A$413.19 million or approximately S$472.2
million.
Corporate partner Nicholas Chong led, supported by senior associate Tong
Junming.
>
Acquisition of a 100% indirect interest in the Grand Canyon Mall in
Beijing, China – approximately S$359.6 million
Rodyk acted for HSBC Institutional Trust Services (Singapore) Limited, as
trustee of CapitaRetail China Trust, in the acquisition of a 100% indirect
interest in the Grand Canyon Mall in Beijing, China for RMB1,760 million or
approximately S$359.6 million.
Corporate partner Nicholas Chong led, supported by senior associate Tong
Junming.
>
CapitaMall Trust - Offering of up to S$350 million 3.0% retail bonds
due 2021
Rodyk acted for HSBC Institutional Trust Services (Singapore) Limited, as the
trustee of CapitaMall Trust and the issuer, in the offering of up to S$350
million 3.08% retail bonds due 2021, both to institutional investors and to the
general public.
Corporate partner Nicholas Chong led, supported by senior associate Tong
Junming and associate Shermin Chen.
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>
Tee International Limited - Establishment of a S$350 million MTN
programme
Rodyk acted for Tee International Limited in the establishment of a S$350
million multicurrency medium term note programme. United Overseas Bank
Limited was appointed the lead arranger and dealer in the establishment of
the programme.
The transaction was led by corporate partner Valerie Ong, supported by
partner Au Yong Hung Mun, and associates Desiree Lee and Tan Kai Yong.
>
Partial divestment of 701Search
Communication II AS – S$303 million
Pte
Ltd
to
Telenor
Rodyk was Singapore counsel to Schibsted Classified Media AS (Schibsted) in
its agreement with SPH Interactive International Pte Ltd (SPHI), in (i) the
sale of an equal number of shares in 701 Search Pte Ltd to Telenor
Communication II AS (Purchaser), and (ii) the subscription of additional
shares in 701Search by the Purchaser.
701Search is a media company specialising in building and growing online
marketplaces in selected emerging markets in the region. 701Search is now
owned 1/3 by SPHI, 1/3 by Schibsted and 1/3 by the Purchaser. The
Purchaser acquired the 1/3 stake in 701Search at an enterprise value of
EUR180 million or S$303 million as at 1 September 2013.
Corporate partner Gerald Singham led, supported by partner Terence Yeo
and associate Mohamad Rizuan.
>
Acquisition and debt restructuring of Sutera Harbour Resort Sdn
Bhd and its group of companies – RM700 million
Rodyk is acting for GSH Corporation Limited (the Company), a company
listed on the Mainboard of the Singapore Exchange Securities Trading
Limited, in its participation in the acquisition and debt restructuring of Sutera
Harbour Resort Sdn Bhd and its group of companies (the Sutera Harbour
Group) together with TYJ Group Pte Ltd with the injection (collectively with
another investor) of an aggregate investment of RM700 million. This
proceeded by way of an acquisition by the Company of 77.5% of the Sutera
Harbour Group via the injection of RM510 million worth of equity and loan
stock into the Sutera Harbour Group, more particularly, the (i) subscription
of an aggregate RM250 million worth of new ordinary shares in the capital of
the Sutera Habour Group, and (ii) subscription of an aggregate RM260
million worth of cumulative redeemable preference shares, each bearing a
coupon payment rate of 10% per annum on the principal subscription price.
The total amount of RM700 million to be injected by all investors, including
the Company, will be used for the repayment of the debts of the Sutera
Harbour Group.
In connection with the Company's acquisition and debt restructuring efforts
of the Sutera Harbour Group, Rodyk also acted for the Company in its
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acquisition of two neighbouring land parcels located in Kota Kinabalu, Sabah,
by way of the acquisition of 85% and 75% of the issued shares of the
respective Malaysian companies holding each plot of land, namely Mainfield
Holdings Ltd and Altheim International Limited.
The Rodyk team comprised corporate partners Kenneth Oh and Hsu Li
Chuan, and associates Goh Chaoqin and Desiree Lee.
>
Acquisitions of real estate in Singapore – S$250 million
Rodyk is acting for an investment holding company in a series of investments
by investors for the purposes of acquisitions of real estate in Singapore,
valued at approximately S$250 million.
Corporate partner Evelyn Ang led, supported by associates Glenda Lee, Isaac
Ng and Desiree Lee.
>
Acquisition of Optus Centre in Australia – S$215 million
Rodyk acted for HSBC Institutional Trust Services (Singapore) Limited, as
trustee of AIMS AMP Capital Industrial REIT, in (i) the acquisition of a 49%
indirect interest in Optus Centre in Australia for A$184.4 million or
approximately S$215 million, and (ii) in connection with the acquisition, a
term loan onshore facility of A$110.7 million or approximately S$122.9
million.
Corporate partner Nicholas Chong led, supported by senior associate Tong
Junming and associate Shermin Chen.
>
Proposed sale of Wah Loon Group – S$200 million
Rodyk is acting for the founders/shareholders of Wah Loon Engineering
group of companies (Wah Loon Group) on the proposed sale of Wah Loon
Group to SGX Catalist-listed KLW Holdings Ltd (KLW) (and third parties
identified by KLW) for a purchase consideration of S$200 million. Wah Loon
Group is a specialist integrated one-stop M&E solutions and was ranked first
in the SME Enterprise 50 awards for 2011.
The Rodyk team comprised corporate partners Kenneth Oh and Hsu Li
Chuan, and associates Glenda Lee and Goh Chaoqin.
>
Flipkart’s latest fundraising raised US$160 million
Rodyk acted for Flipkart, one of India's largest e-commerce retailers often
referred to as the "Amazon of India", in its latest venture capital fundraising
from investors, including Morgan Stanley Investment Management. This latest
fundraising is worth US$160 million and the company will use the new
funding to strengthen its supply chain capabilities and enhance end user
experience.
Corporate partners Gerald Singham and Ray Chiang acted.
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>
Pacific Radiance IPO – S$154.7 million
Rodyk are solicitors to the joint issue managers, joint global co-ordinators,
joint bookrunners and joint underwriters in the SGX Mainboard listing and
initial public offering (IPO) of Pacific Radiance Ltd, a Singapore based offshore
marine group. The IPO, priced at S$154.7 million, valued the company at
S$653.2 million.
Corporate partner Valerie Ong led the matter, supported by associates Isaac
Ng and Lim Zi Yao.
>
UTAC acquired three subsidiaries of Panasonic – US$116.5 million
Rodyk acted for Panasonic Corporation in connection with the sale and
purchase agreement for the sale of three subsidiaries of Panasonic to UTAC
Manufacturing Services Limited, a wholly-owned subsidiary of UTAC
Holdings Ltd, a leading semiconductor testing and assembly services provider
headquartered in Singapore. The three Panasonic subsidiaries being divested
operate semiconductor testing and assembly facilities, and are strategically
located in Singapore, Indonesia and Malaysia. The total transaction value for
the acquisition by UTAC will be US$116.5 million, payable over five years,
inclusive of certain transitional services agreements with Panasonic.
Panasonic's sale of the three subsidiaries is part of the company's structural
transformation of its semiconductor business. On completion of the
transaction, Panasonic will continue to utilise the services of the three
facilities sold to UTAC as contract manufacturers for semiconductor testing
and assembly.
Corporate partner Gerald Singham led the team. He is supported by
corporate partner Terence Yeo, finance partner Dawn Tong and intellectual
property & technology partner Catherine Lee. Corporate associate
Mohamad Rizuan assisted.
>
Centurion Corporation Limited - Issue of S$100 million fixed rate
notes due 2016
Rodyk acted for Centurion Corporation Limited in the issue of S$100 million
fixed rate notes due 2016 under the S$300 million multicurrency medium
term note programme.
Corporate partner Evelyn Ang led the transaction, supported by partner
Nicholas Chong and senior associates Louis Neo and Tong Junming.
>
Disposal of Entire Existing Business of Westminster Travel Limited
to Corporate Travel Management (UK) Limited and Ever Prestige
Investments Limited - approximately HK$470 million
Rodyk acted for Westminster Travel Limited (the Company), a company
listed on the Catalist bourse of the Singapore Exchange Securities Trading
Limited, on the disposal of the Company's entire existing business to
Corporate Travel Management (UK) Limited and Ever Prestige Investments
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Limited, for an aggregate consideration of approximately HK$470 million.
The Rodyk team comprised corporate partners Kenneth Oh and Barry Koh,
and associates Isaac Ng and Desiree Lee.
>
Redmart raised S$5.4 million bridge round from various prominent
investors
Rodyk advised and assisted Redmart in its raising of S$5.4 million bridge
round from various investors including Facebook co-founder Eduardo
Saverin, PropertyGuru founders Steve Melhuish and Jani Rautianen, JFDI cofounder Meng Weng Wong, restaurateur Wee Teng Wen, and Lion Rock
Capital. The investment, a precursor to a larger Series B round within five
months, will be spent on fulfilment technology and infrastructure.
Corporate partners S Sivanesan and Sunil Rai led, supported by associate Ho
Jean Nie. The same Rodyk team has also been assisting Redmart in its
various corporate commercial matters. Real estate partner Tang Woon Ee
advised on the real estate matters.
>
Postassurance collaboration between Singapore Post Limited and
AXA Life Insurance Singapore Private Limited
Rodyk acted for Singapore Post Limited (SP) on its postassurance
collaboration with AXA Life Insurance Singapore Private Limited (AXA). The
postassurance collaboration involves SP performing the role of an introducer
for AXA for the purposes of facilitating the marketing, promotion, sale and
distribution of life insurance products in Singapore, in consideration of a signon fee, partnership fee, an earn-out payment, commission payments, annual
bonus and stretch performance bonus payable to SP upon the terms and
subject to the conditions set out in the definitive postassurance documents
entered into by both parties.
Corporate partner Ng Eng Leng led the deal, supported by senior associate
Grace Ong.
>
Acquisition of various residence properties in China and rental of
housing properties in Japan – S$165 million
Rodyk acted for DBS Trustee Limited, as the trustee of Ascott Residence
Trust, in the acquisition of three serviced residence properties in the
People's Republic of China and eleven rental housing properties in Japan, for
a total consideration of approximately S$165 million.
Corporate partner Nicholas Chong led, supported by senior associate Tong
Junming.
>
Acquisition of Kingswood Ginza Property in Hong Kong – S$957.3
million
Rodyk acted for HSBC Institutional Trust Services (Singapore) Limited, as
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the trustee of Fortune Real Estate Investment Trust, in relation to the
acquisition of the Kingswood Ginza Property in Hong Kong for a
consideration of HK$5.849 billion (or approximately S$957.3 million).
Corporate partner Nicholas Chong led, supported by senior associates Nigel
Chia and Tong Junming.
>
Acquisition of hospitals in Indonesia – approximately S$190.4
million
Rodyk acted for HSBC Institutional Trust Services (Singapore) Limited, as
First REIT trustee, in the acquisition of two hospitals in Indonesia, namely
Siloam Hospitals Bali and Siloam Hospitals TB Simatupang, for a total
consideration of approximately S$190.4 million.
Corporate partner Nicholas Chong acted, supported by senior associate
Tong Junming.
>
Establishment of a S$500 million multicurrency Islamic trust
certificates issuance programme by Sabana Sukuk Pte Ltd
Rodyk acted for (i) The Bank of New York Mellon, London Branch, as
trustee, issuing and paying agent, paying agent, transfer agent and calculation
agent, (ii) The Bank of New York Mellon, Singapore Branch, as Singapore
paying agent and Singapore registrar, and (iii) The Bank of New York Mellon
(Luxembourg) S.A. as Luxembourg registrar, in the establishment of a S$500
million multicurrency Islamic trust certificates issuance programme by
Sabana Sukuk Pte Ltd, a wholly-owned subsidiary of Sabana Shari'ah
Compliant Industrial Real Estate Investment Trust.
Corporate partner Nicholas Chong led, supported by senior associate Tong
Junming.
Finance
>
Grant of facilities of up to S$500 million to a publicly listed
property developer
Rodyk acted for a subsidiary of a publicly listed property developer in the
grant of facilities of up to S$500 million from a syndicate of four banks to
refinance existing loan facilities and repay existing shareholder loans in the
acquisition and development of a Grade A commercial building.
Finance partner Lee Ho Wah led, supported by senior associate Lee Kee
Min.
>
Grant of transferable loan facility to joint venture vehicle secured
against a shopping mall in Jurong
Rodyk acted for OCBC in the grant of an approximately S$450 million
transferable loan facility to a joint venture vehicle secured against a shopping
mall in Jurong.
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Finance partner Doreen Sim led, supported by senior associate How Junren.
>
Grant of banking facilities to joint venture vehicle in the financing
and development of GLS site in Jurong West
Rodyk acted for OCBC in its grant of approximately S$300 million banking
facilities to a joint venture vehicle to finance the purchase and development
of a government land sales site in Jurong West.
Finance partner Doreen Sim led, supported by associate Cecilia Lun.
>
Extension of transferable loan facility to five SPVs
Rodyk acted for DBS in its extension of approximately S$300 million
transferable loan facility to five special purpose vehicles for the refinancing of
their existing loans secured by a shopping mall in Chinatown.
Finance partner Doreen Sim led, supported by associates Cheryl Loh and
Xie Jiayan.
>
Grant of credit facilities to developer to finance acquisition and
development of a land parcel in Sengkang
Rodyk acted for UOB and Hong Leong Finance Limited in its grant of
approximately S$260 million credit facilities to a developer to finance its
acquisition and development of a land parcel in Sengkang.
Finance partner Doreen Sim led, supported by partner Tan Yun Hui and
associate Cecilia Lun.
>
Grant of facilities to a developer in its financing of the purchase
and development of land in Punggol
Rodyk acted for UOB and DBS in their grant of approximately S$250 million
facilities to a developer to finance its purchase and development of a land
parcel in Punggol.
Finance partner Doreen Sim led, supported by partner Tan Yun Hui and
associate Cecilia Lun.
>
Grant of club facilities to developer to finance its purchase and
developement of property in Woodlands
Rodyk acted for UOB and Hong Leong Finance Limited in their grant of
more than S$200 million club facilities to a developer to finance the
purchase and development of property in Woodlands.
Finance partner Doreen Sim led, supported by partner Tan Yun Hui and
associate Cecilia Lun.
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>
Grant of transferable loan facility to finance its purchase and
development of land in Sengkang
Rodyk acted for a joint venture vehicle in the grant to it of approximately
S$200 million transferable loan facility from SMBC and UOB to finance the
purchase and development of land in Sengkang.
Finance partner Doreen Sim led, supported by senior associate How Junren.
Real estate
>
Sale of 12 strata floors at Springleaf Tower - more than S$280
million
Rodyk acted for SEB Asset Management, an established European real estate
asset manager, in the sale of 12 strata floors at Springleaf Tower by 11 of
their related companies to eight different purchasers for more than S$280
million. Eight out of 12 strata floors were sold with tenancy.
Springleaf Tower is a 37-storey commercial building strategically located in
the central business district of Singapore. It is a Grade A office building, with
a tenure of 99 years commencing on 1 October 1996.
Real estate partner Norman Ho led, supported by associate Goh Chern
Fern.
>
Project development and sale of housing project at Sengkang West
Way
Rodyk acts for developer UOL Development (Sengkang) Pte Ltd (the
Developer) in the launch of a housing project located at Sengkang West
Way, overlooking the Punggol River. The housing project is estimated to
yield 555 units. The land parcel was acquired at S$262.1 million in a bidding
exercise which saw eight bidders. The developer is a vehicle of the UOL
Group.
Real estate partner Leong Pat Lynn leads the project, assisted by partner
Jeannette Lim.
>
Acquisitions of 100% equity of a SPV and other related matters
Rodyk acted for a joint venture between a large building contractor and a
Singapore-registered investment consortium in acquiring 100% of the equity
of a special purpose vehicle (the SPV), the existing owner of certain strata
units in an office building located at the periphery of the CBD (the
Property). In connection with the acquisition, Rodyk also acted for the SPV
in its acquisition of all the remaining strata units in the Property. As part of
the transaction, Rodyk also assisted with the whitewash procedures to
enable the joint venture companies to provide security in relation to the
acquisition. With the simultaneous completion of both transactions, the SPV
now owns the whole of the Property.
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The acquisition of 100% equity of the SPV was approximately S$100 million,
while the acquisition of the strata units in the Property was approximately
S$20 million.
RODYK & DAVIDSON LLP
SINGAPORE
Rodyk also acted for the SPV in obtaining credit facilities of up to
approximately S$130 million from a local bank for the purposes of financing
the above acquisitions and redevelopment of the property into a hotel
block.
80 Raffles Place
#33-00 UOB Plaza 1
Singapore 048624
Tel +65 6225 2626
Fax +65 6225 1838
Email mail@rodyk.com
The real estate team comprised partners Norman Ho, Lee Chau Hwei and
Cindy Quek. The corporate team comprised partner Lim I-An and associate
Vyasa Arun.
SHANGHAI
Unit 23-11 Ocean Towers
No. 550 Yan An East Road
Shanghai 200001, China
Tel +86 (21) 6322 9191
Fax +68 (21) 6322 4550
>
Purchase of ‘Long House’ – S$45.2 million
Rodyk acted for TEE Ventures Pte Ltd, a wholly-owned subsidiary of TEE
Land Limited, in its purchase of 183 Upper Thomson Road for S$45.2
million. The property is commonly known as the Long House, which is wellknown for the quality food of its existing food vendors. The freehold land is
zoned “Commercial & Residential”.
Email shanghai.mail@rodyk.com
Real estate partner Lee Liat Yeang led, supported by partner Nadia Cardoz
and senior associate Chua Shang Chai.
>
Acquisition of a plot at Gambas Crescent (Parcel 876) – S$44.8
million
Rodyk is acting for Grow-Tech Properties Pte Ltd, a unit of the Far East
Organisation, in its acquisition of a plot at Gambas Crescent (Parcel 876).
The successful bid of S$44.8 million for this 30-year leasehold site was the
highest of six bids submitted. The site has an area of nearly 129,900 sq ft and
is zoned Business 1, which typically allows light and clean industrial use, with
a 2.5 plot ratio. Rodyk will also be acting in the project sales.
Real estate partner Melanie Lim leads in this matter supported by partner
Jeannette Lim.
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advice relating to particular circumstances. Rodyk & Davidson LLP does not accept responsibility for any loss or damage arising from any reliance on the
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