Sheela Moorthy

Consultant
Norton Rose Fulbright (Asia) LLP

Singapore
Singapore
T:+65 6309 5342
Singapore
Singapore
T:+65 6309 5342
Sheela Moorthy

Sheela Moorthy

vCard

Biography

Sheela is a corporate consultant with 28 years of experience, who routinely leads notable large-scale complex cross-border corporate and commercial transactions, including mergers and acquisitions, divestments and restructuring, leveraged investments, joint ventures and leveraged buyouts. Her transactions span many jurisdictions across South East Asia and South Asia, primarily in education, energy, renewables, information technology, FinTech and telecommunications and financial services.

Sheela's client base consists mainly of private equity players, sovereign wealth funds, and major players in the financial services industries, as well as multinational corporations. In addition, she has represented International Finance Corporation (IFC), Canadian pension fund Caisse de dépôt et placement du Québec (CDPQ), Baring Asia Pacific Pte Equity, Carlsberg, Kerry Logistics, Sime Darby Property Berhad, Sime Darby Plantation Berhad, Kuwait Investment Authority and State General Reserve Fund of Oman, and Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (FMO) in transactions regionally.

Sheela has been consistently lauded by clients for her ability to "offer creative and workable solutions, being able to bridge the gap with the counterparty in every difficult situation", which is testament to her skills as a negotiator able to broker a middle ground and find solutions in difficult situations.

She is recognized as a leading lawyer for Corporate, Mergers & Acquisitions for International Firms in Singapore by Chambers Asia Pacific (2009- 2015 editions) and also received notable mentions for Corporate, Mergers & Acquisitions for International Firms in Singapore in The Legal 500, Asia Pacific (2011-2015 editions). In addition, she is recognized as being "well respected for her work in M&A and joint ventures" by Chambers Asia Pacific 2014 and 2015.


Professional experience

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Financial institutions 

Advised:

  • BNP Paribas on its acquisition of Prime Fund Services (PFS) from Credit Suisse. PFS is a provider of fund administration, custody and banking services for alternative investment managers and employs staff in Europe, Asia and the United States.
  • The Cognita group (owned by Jacobs Holding) on a £340m refinancing and high-yield bonds, consisting of an issuance of £280m high-yield bonds listed on the Euro-MTF market of the Luxembourg Stock Exchange and a £60m super senior revolving credit facility.
  • BP plc on the Singapore law aspects of its acquisition from Rosneft of a 20 percent stake in Limited Liability Company Taas-Yuryakh Neftegazodobycha, creating a new upstream oil and gas joint venture in East Siberia.
  • Abacus Holdings, a consortium of 11 Asian airlines, on the Singapore law aspects of its disposal of a 65 percent stake in Abacus International Pte Ltd (Abacus) to its joint venture partner Sabre Corporation, valuing Abacus at US$740m.
  • Abax Global Capital (HK) Ltd on a US$50m facility agreement to Hyalroute Communication Group Ltd for the roll out of certain telecommunications infrastructure and networks in Cambodia and Myanmar.
  • National Australia Bank Limited on the transfer of a US$150m loan portfolio to Hong Leong Bank Limited.
  • Lloyds Bank Plc on the transfer of its trade banking facilities from Hong Kong to Singapore and the establishment and activation of its trade banking activities in Singapore, including with regard to regulatory governance and compliance matters.
  • Moody's Corporation on its tax restructuring in Asia as part of a global tax restructuring exercise in respect of its analytics and rating business.
  • ING Asia Private Bank Ltd on the establishment of fund participation arrangements in the British Virgin Islands in the real estate and technology industries.
  • International Finance Corporation on the establishment of a company limited by guarantee in conjunction with the Monetary Authority of Singapore and various other multi-national public interest bodies and development finance institutions, including but not limited to ASEAN Bankers Association, and other governmental input. This company was set up for purposes of supporting the FinTech sandbox for financial institutions and FinTech firms as part of the ASEAN Financial Innovation Network (AFIN). Advice was sought on shareholder governance relationships and governance matrix in relation to various decision making powers given to the board of the company and shareholders of the company.
  • Foreign legal counsel to both Sime Darby Plantation Berhad and Sime Darby Property Berhad and their affiliates in relation to the listing of the plantation and property business arms of Sime Darby Berhad (the former parent entity of SD Plantation and SD Property) on the Main Market of the Bursa Malaysia Securities Berhad (the stock exchange of Malaysia).
  • International Finance Corporation (JV in Singapore Irrawaddy Green Towers Ltd) on its US$10m preferred equity investment in the joint venture entity in Singapore which owns Irrawaddy Green Towers Ltd and operates the business in Myanmar. The documentation and management of various rights of the shareholders was complex given the existing equity structure and the incumbent shareholder arrangements. The negotiations stretched over a year to ensure that the rights and concerns of both the existing and incoming parties were addressed adequately. We had to negotiate issues relating to the subscription agreement, the investment agreement and the redemption agreement.  Following this, we were also asked to provide an opinion on IFC's immunities as set out in the IFC Act of Singapore and the IFC Articles of Agreement.
  • International Financial Corporation, IFC Emerging Asia Fund and EMA Power (a joint venture between Daelim Energy and Islamic Development Bank Infrastructure Fund II) (collectively referred to as the Co-Investors) on a US$175.5m financing provided to the Summit Group.  The work in 2016 involved drafting and negotiating the corporate documents, such as the shareholders agreement, the common terms agreement, the loan agreements, the security documents and other ancillary documentation, and assisting with CPs and post-completion matters.
  • CDPQ on its exit from the US$850m investment platform with Tata Power and ICICI Venture for investments into thermal and hydro power assets in India. This involved the creation of a bespoke platform to facilitate investment in power projects in India.
  • IFC, EAF and EMA on the proposed transaction in respect to InfrAlpha, a newly established investment platform, for a potential funding (US$200m – US$300m) in the form of an instrument involving an (a) unsecured, subordinated convertible, non-redeemable, preference shares; and (b) ordinary shares through secondary share purchase from family and co-investors.
  • FMO along with Berkeley Partners LLP and Renewable Energy Asia Fund II L.P. on the proposed development of a portfolio of onsite hybrid distributed energy generation assets, including pure-play solar PV, integrated options (e.g. solar-diesel hybrid, storage-based solutions), heat supply, energy management systems and services focused on commercial and industrial (C&I) customers.
  • IFC, EAF and EMA on its exit from a US$330m investment platform by way of conversion of (a) unsecured, subordinated convertible, non-redeemable, preference shares; and (b) ordinary shares through secondary share purchase from family and co-investors. 

Energy 

Advising:

  • a French-listed specialty chemicals manufacturer listed on the New York Stock Exchange (NYSE) and the Paris Stock Exchange, on a multi-jurisdictional transaction involving the divestment of its specialty phosphates division in Asia Pacific valued at US$100m.
  • Caisse de Depot et Placement de Quebec, Kuwait Investment Authority and State General Reserve Fund of Oman in a US$850m investment platform with Tata Power and ICICI Venture for investments into thermal and hydro power assets in India. This involved the creation of a bespoke platform to facilitate investment in power projects in India in the coming two to three years.
  • EnerSys Inc, a NYSE listed reserve energy company, on its acquisition of a portfolio of reserve energy companies in Malaysia and Singapore, and related restructuring.
  • EnerSys Inc on its acquisition of a portfolio of companies in Australia in a related industry.
  • CNQC International Holdings Limited on the Singapore law aspects of its HK$2.6 billion acquisition of CNQC (South Pacific) and its subsidiaries from Guotsing Holding (South Pacific) Investment Pte Ltd, a controlling shareholder of CNQC International.
  • A French-listed specialty chemicals company on a US$60m partnership with a European company in respect of its distribution and agency arrangements spanning nine Asia Pacific jurisdictions, including Australia, Malaysia, Taiwan, Thailand, Singapore, Vietnam, Indonesia, Philippines and India.
  • A French-listed specialty chemicals company on the divestment of the Asia latex business of a French specialty chemicals company as part of a global EUR39 million sale, involving key entities in China, Australia, New Zealand and Thailand, including real estate interests in manufacturing and reprocessing commercial plants in the above mentioned jurisdictions.
  • A French-listed specialty chemicals manufacturer on the restructuring of its surfactants manufacturing plant and operations in Thailand, including related real estate interests
  • ICL, a multinational fertilizer and specialty chemicals company, on the Malaysian aspects of its US$270m multi-jurisdiction purchase of the Global Professional business of The Scotts Miracle-Gro Company.

Infrastructure, mining and commodities 

Acting for:

  • A French conglomerate on the acquisition of a listed Korean conglomerate achieving a US$1 billion market share, a transaction which included the acquisition of all  real estate interests in 26 cement manufacturing and processing plants throughout Korea.
  • ICL, a multinational fertilizer and specialty chemicals company, on the Malaysian aspects of its US$270 million multi-jurisdiction purchase of the Global Professional business of The Scotts Miracle-Gro Company.
  • The Antalis Group of companies on the restructuring of its operations in Malaysia and Singapore and the acquisition and integration of joint venture interests in these jurisdictions.
  • SportsHub Pte Ltd on the bidding, development and financing of the world's largest sports and leisure infrastructure public private partnership.

Education

Advised:

  • Global private schools group Cognita on a multi-million dollar acquisition of the business and assets of the Woodland Group in Hong Kong, consisting of 10 corporate entities and 21 businesses running kindergartens and/ or playgroups.
  • Cognita on the Singapore law aspects of the global bond tap; this is the third round of a series of bond taps relating to the initial refinancing and listing of senior secured notes issued in an aggregate principal amount of £280 million in August 2015.
  • Pearson Affordable Learning Fund, an investment arm of global education corporation Pearson, on a funding round in Indonesian online learning platform provider, HarukaEdu led by PALF and Samator Education, alongside repeat investor CyberAgent Ventures. PALF invests in entrepreneurs who are improving education outcomes for low-income learners in the developing world, including South Africa, Ghana, India, and the Philippines.
  • The Cognita Group on its acquisition of a prominent international school in Vietnam, Singapore and Thailand including a US$200m greenfield investment in Singapore.
  • A private equity owned UK education group on its acquisition of a prominent international school in Vietnam and Thailand dealing with land related issues, construction of the school, related financing and licensing issues.
  • A global educational group on a financing and refinancing of existing facilities for an Australian International School, including funding for a greenfield project in Singapore.
  • The Teacher Retirement System of Texas on the Singapore law aspects of establishing a Singapore office.

Life sciences  

  • Advised (as part of a wider team in 46 countries) Bayer AG on the global divestiture of its Diabetes Care Business to Panasonic Healthcare Holdings. 

Technology and innovation 

Advising:

  • On the drafting, advising and finalising of a share purchase agreement, loan facility agreement, stock pledge agreement and a shareholders' agreement involving an Ooredoo Group affiliated limited company established in Singapore.
  • Cohu Inc on its US$54.5m acquisition of Ismeca Semconductor Holding SA involving the indirect acquisition of its Malaysian subsidiary.
  • Publicis Groupe Holdings B.V., France's largest advertising company, on its acquisition of Malaysian-based digital agency Arachnid Sdn. Bhd.
  • Verizon Communications on the divestment of its interest in TelecomAsia Corporation Public Company Limited, a company listed on the Stock Exchange of Thailand, for approximately US$40m.
  • Hilton Hotels International in the renegotiation and restructuring of its franchising arrangements with respect to hotels in China.
  • International Rectifier Inc in its corporate regional matters including tax structuring, transfer pricing analysis, distribution and supplier contracts in Asia.
  • Stora Enso Oyj, an integrated paper, packaging and forest products company listed in Helsinki, Stockholm and New York, and other substantial shareholders on the collective sale of their respective shareholdings in Advance Agro Public Company Limited, a company listed on the Stock Exchange of Thailand, for approximately US$110m.
  • An Italian lifestyle conglomerate on the reorganization of its pan-European intellectual property assets from existing corporate entities into a Luxembourg based fund established to hold the assets.
  • Verizon Communications on the divestment of its interest in TelecomAsia Corporation Public Company Limited, a company listed on the Stock Exchange of Thailand, for approximately US$40m. 
  • A*Star's investment company (50/50 with Duke-NUS) on an exclusive licensing arrangement with Deopharm (a Swiss entity). The patents have been filed in Singapore, Europe and the US for the compound.
  • Speaker: US-ASEAN Business Council: Presentation on the US – Singapore Free Trade Agreement and Effect on Competition Regime.
  • Speaker: Vietnam – A New Investment Outlook (held together with the Vietnam Embassy in Singapore, the Peoples' Committee of Quang Nai Province, Chu Lai Administration Authority and the Ministry of Planning and Investment, Vietnam.
  • Speaker: Asia Legal Business In-House Legal Summit, Mumbai, India – Investment Abroad – Opening Pandora's Box.
  • Speaker: In-House Legal Summit Singapore – Corporate Governance – An Introspective.
  • Advisory: India – Changes to Joint Venture Restrictions.
  • Advocate & Solicitor (Supreme Court of Singapore, practising under section 36E of the Legal Profession Act)
  • Solicitor, qualified in England & Wales