SINGAPORE WINNER - MARIAN HO

DEAL: Fragrance Group Ltd establishes $785m debt issuance programme

NAME: Marian Ho COMPANY: Rodyk & Davidson LLP POSITION: Partner TEL: +65 6885 3610 EMAIL: marian.ho@rodyk.com WEBSITE: www.rodyk.com

DEAL OVERVIEW Q

Please summarise the transaction

Fragrance Group Ltd (“Fragrance”) established its debt issuance programme (“Programme”), comprising medium term notes (“MTN”) and perpetual securities (“PS”). MTN may be issued from time to time under the Programme on a syndicated or non-syndicated basis. Each series of MTN may be offered in one or more tranches, on the same or different issue dates. The specific terms of each series or tranche of MTN will be specified in the relevant pricing supplement. PS may be issued from time to time under the Programme on a syndicated or non-syndicated basis. Each series of PS may be issued in one or more tranches, on the same or different issue dates. The specific terms of each series or tranche of PS will be specified in the relevant pricing supplement. Subject to compliance with all relevant laws, regulations and directives, MTN may have maturities of such tenor as may be agreed between Fragrance and the relevant dealer(s). PS are perpetual securities in respect of which there is no fixed redemption date and Fragrance shall only have the right to redeem or purchase them in accordance with the provisions of the terms and conditions of PS. Fragrance intends to use the monies raised from the Programme for general corporate purposes.

Rodyk acted for Fragrance in relation to the establishment of its Programme.

Q Q

What other types of clients transactions have you been involved with

or

Rodyk has been involved in the following matters: • Acting for a company (the “Company”) in the electronics industry listed on the Mainboard of the Singapore Exchange Securities Trading Limited (“SGX-ST”) as well as the Mainboard of the Stock Exchange of Hong Kong (“SEHK”) in its proposed conversion from a primary listing to a secondary listing on the SGX-ST. The Company has been listed on the SGX-ST since 1994 and the SEHK since 2011. In connection with the conversion, the Company has applied to the Securities Industry Council of Singapore to seek a ruling that the Singapore Code on Take-overs and Mergers will not apply to the Company after the conversion to a secondary listing on the SGX-ST.

What was your role within the transaction

• Acted for an exempt private company in its acquisition of shares in Tiong Woon Oil & Gas Services Pte Ltd, a subsidiary of a SGX-listed company, Tiong Woon Corporation Holding Ltd, which also involved a novation of an intercompany debt, for an aggregate consideration of S$18 million.

• Acted for Inventure International in a fundraising exercise with its related company,

BIO

“I have known Marian Ho for 19 years since I joined Elec & Eltek International Company L has a proven record of prov

outcomes for a lot of major corporate projects.. Ms Ho is a persuasive indiv

iding indispensable advice to the group throughout these years and deliv ..

… corporation should wish to engage. ”

imited… in 1994. She… ering positive

idual possessing excellent oral and

written communication skills, who is capable of resolving legal issues and always looking for ways to adequately protect clients and complete projects producing professional results while adhering to rigid deadlines. Needless to say, Ms Ho is one of the top ranking corporate lawyers that any

Claudia Heng Vice-President, Group Finance Elec & Eltek International Company Limited

“Thank you for [the] professionalism and integrity you consistently conveyed to OMH throughout this transaction. … you always went that extra mile for OMH which was so greatly ap

preciated. ”

Julie Wolseley Director

OMH Holdings Limited Marian Ho is a partner in Rodyk & Davidson LLP’s Corporate Practice Group.

Marian was admitted to the Singapore Bar in 1991 and has been in private practice since. She was admitted as a solicitor in England and Wales in 2003.

Marian specialises in corporate finance as well as mergers and acquisitions. Her corporate finance work covers rights issues, convertible bonds and notes issues, warrant issues and share option schemes. In terms of mergers and acquisitions, Marian has advised on a range of domestic and cross-border transactions, strategic alliances, share and business acquisitions and divestitures, as well as corporate restructurings.

Marian advises on fund management and collective investment schemes, in particular offers made by offshore funds in Singapore.

In addition, Marian acts as company secretary for a wide range of corporate secretarial clients, comprising private limited companies, publicly listed companies as well as companies limited by guarantee.

Marian was recognised by Asialaw in 2008, 2010, 2011, 2012 and 2013 as a Leading Lawyer in General Corporate Practice. Asia Pacific Legal 500, 2008/2009 described her as “Rodyk & Davidson LLP’s Marian Ho ‘puts in all the hours to get the deal done’”.

www.finance-monthly.com 87 Inventure Renewables, and lead investor, Wilmar International, for up to S$12 million.

• Acting as Singapore counsel for Naspers Limited,

Stock Exchange and

Exchange, in the sale of its 49% shareholding in one of its subsidiaries,

a company listed on the London the Johannesburg

Stock to Tencent Holdings

Limited, which is among China’s largest internet service portals, and is listed on the Hong Kong Stock Exchange. The deal is valued at US$26.95 million.

Deal Maker of the Year Awards 2013