Phua Pao Yii Phua Pao Yii
Partner, Corporate Division
SKRINE


CONTACT DETAILS:
Tel: 603 - 2081 3999 ext 735
Fax: 603 - 2094 3211
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  Overview  

Phua Pao Yii was in legal practice in Singapore from 1993 to 1995 before returning to Malaysia where he has continued legal practice with Skrine since 1996. He is a graduate of the National University of Singapore.

Phua Pao Yii is primarily engaged in corporate advisory work involving acquisitions of shares, advising on corporate restructuring, foreign investment in Malaysia, setting up of companies and joint ventures; carrying out due diligence audits; drafting of commercial contracts/agreements; advising on compliance with Malaysian law and practice including licensing requirements and assisting clients with related applications to various governmental/statutory bodies.

  Further Details  

Areas of Practice

Mergers & Acquisitions, Advising on Foreign Investments, Joint Ventures, Securities Regulations, Corporate Advisory, Employee Share Scheme/Employee Option Scheme, Corporate Finance.

Profesional Affiliations

  • A member of the Committee on Commercial Law & Practice, ICC Malaysia
  • Previously a member of the Bar Council Law Reform and Special Areas Committee, 2003-2005

Qualifications

  • Advocate & Solicitor, High Court of Malaya and Singapore
  • LLB (Hons) Singapore

  Experience  

  • Advised British Petroleum ("BP") in connection with the disposal to Petronas of BP's 15% interest in Ethylene Malaysia Sdn Bhd and BP's 60% interest in Polyethylene Malaysia Sdn Bhd, both already operated and partly-owned by Petronas, for an aggregate cash consideration of USD363 million (about RM1.2 billion).
  • Represented Genting Malaysia Berhad as Malaysian counsel in its acquisition of casino businesses in the United Kingdom from Genting Singapore PLC for a cash consideration of £340 million (about RM1.67 billion).
  • Represented PDZ Holdings Berhad (“PDZH”) in connection with its proposed acquisition of the entire interest in KIC Oil and Gas Ltd., KIC Trading (S) Pte Ltd., KIC Trading (M) Sdn Bhd, KIC Oil Terminals Sdn Bhd and KIC Logistics Sdn Bhd for an aggregate purchase consideration Of RM80,000,000 new PDZH shares at an issue price of RM 1.50 per PDZH share.
  • Represented Alcan Inc., a corporation listed in Canada in connection with the acquisition by its wholly owned subsidiary, Alcan Packaging Malaysia Sdn Bhd’s of the tobacco packaging business and assets of CM Printing Sdn Bhd for a consideration of RM36,100,000 in cash.
  • Represented ICE Corporation Ltd., a corporation listed in Australia, in connection with the acquisition by its subsidiary, Rectifier Technologies Pty Ltd of the remaining 7-% stake in Topaz Power (M) Sdn Bhd.
  • Advised Clipsal Industries (Holdings) Ltd (“CIHL”) in connection with the acquisition by Clipsal Asia Holdings Limited, a Hong Kong corporation, of the entire issued and paid up share capital of (i)Clipsal (Malaysia) Sdn Bhd comprising 800,000 ordinary shares of RM1.00 each for a purchase consideration of US$8.5million and (ii) Huge Eastern Sdn Bhd comprising of 24,800,000 ordinary shares of RM1.00 each for a purchase consideration of US$8.5million.
  • Acted for the reorganization and rationalisation of 3 public listed companies within the Guthrie Group via a scheme of arrangement which involves (i) a merger of Guthrie and Highlands & Lowlands, the subsequent de-listing of and Highlands & Lowlands and the transfer of its listing status to Guthrie Property and (ii) a merger of Guthrie and Guthrie Ropel.
  • Acted for and advised J&H Marsh & McLennan, Inc. in its disposal of its 30% stake in SPK Marsh & McLennan Sdn. Bhd., an insurance broker, including liaising with the Insurance Regulation Department of Bank Negara Malaysia.
  • Acted for Malaysian Tobacco Company in its reverse takeover by Measat Global Network Systems via the injection and backdoor listing of a satellite company Binariang Satellite Systems.
  • Involved in acquisition by a Dutch multinational of a Malaysian company carrying on the business of marine surveying, cargo inspection, investigation of samples, quality and quantity control in connection with palm-oil survey, bulk petroleum/crude oil survey.
  • Acted for Malaysian Tobacco Company Bhd (“MTC”), a public listed Malaysian company, in its acquisition (by way of cash and issuance of MTC shares) of the entire equity interest in Binariang Satellite Systems Sdn Bhd, a satellite operator, for RM1.451 billion, including carrying out a due diligence on the target company.
  • Carried out an acquisition due diligence on Amanah General Insurance Berhad for The Tokio Marine And Fire Insurance Co., Ltd. ("Tokio") in connection with a proposed merger of Tokio’s local operations with Amanah General Insurance Berhad.
  • Represented Kumpulan Guthrie Berhad in connection with its proposed disposal of its entire equity interest in Guthrie Corridor Expressway Sdn Bhd, the holder of the concession awarded by the Government in respect of the privatisation of the Guthrie Corridor Expressway on a Build, Operate and Transfer Basis.
  • Acted for Stamford College Berhad (“SCB”) in its proposed Rights Issue with Warrants on the basis of 4 Rights Share and 4 Warrants for every 5 Existing Ordinary Shares in SCB.
  • Acted for FCW Holdings Berhad in its proposed two-call Rights Issue with Warrants on the basis of 1 Rights Share and 1 Warrant for every Two Existing Ordinary Shares in FCW.
  • Advised on the setting up of unit trust fund management company in Malaysia and compliance with Unit Trust Guidelines, related legislation and other legal requirements.
  • Acted for a French multinational corporation on the Malaysian aspects of its worldwide employee share ownership scheme and advising on the regulatory approvals and framework in connection thereto.
  • Acted for and advising the Special Administrators of L&M Corporation (M) Bhd (Special Administrator appointed) in a proposed corporate and debt restructuring scheme under the Pengurusan Danaharta Nasional Berhad Act 1998.
  • Advised on the divestment of shares in a local insurance broking company by a multinational insurance corporation following of a worldwide merger between 2 multinational insurance groups.
  • Advised on setting up of a joint venture between a UK public listed company and a local company for the purposes of bidding for, and if successful, operating certain retail concessions at the KL International Airport in Sepang.
  • Advised on setting up of a joint venture for the pursuit of contracts and for the provision of services in the area of airport operation at the KL International Airport.
  • Advised on setting up of a joint venture vehicle between a Thai company and a local company for the purpose of carrying on the business of provision of cleaning services.
  • Advised on joint venture between an Australian group and a Malaysia company for purposes of setting up of a securities education and training institute in Malaysia.
  • Involved in joint venture between a French corporation and a local company for the purpose of setting up a company for the purpose of providing maintenance, repair and services in relation to missile weapons and equipment of the Royal Malaysian Navy.
  • Advised on the divestment by Austrim Nylex Limited, listed on the Australian stock exchange of Pryda (Malaysia) Sdn Bhd (a wholly owned subsidiary of Austrim) and its wholly owned subsidiary Tag Staples Sdn Bhd.
  • Acted for Marco Holdings Berhad (“MHB”) in its Renounceable Rights Issue of 23,712,762 New Ordinary Shares of RM1.00 each in MHB (“Rights Shares”) at an Issue Price of RM1.00 per Rights Share with 35,569,143 New Detachable Warrants (“Warrants”) for free on the basis of Two (2) Rights Shares with Three (3) Warrants for every Four (4) Existing Ordinary Shares of RM1.00 each held In MHB.
  • Advised on disposal by Segar Pesona Sdn Bhd of its 49% stake in Paper Base Converting Sdn Bhd comprising 980,000 ordinary shares of RM1.00 each for a purchase consideration of RM12,146,077.00 to be satisfied in cash.
  • Advised on the disposal by Burgmann Dichtungswerke GmbH & Co. KG of the entire issued and paid of share capital of Burgmann (Malaysia) Sdn Bhd comprising 6,044,060 ordinary shares of RM1.00 for the purchase price of Euro 1,995,225.00 to be satisfied in cash.
  • Acted for Aluminium Company of Malaysia Berhad in the disposal by Alcom of the entire issued and paid up share capital of Alcom Extrusion Sdn Bhd comprising 30,560,002 ordinary shares of RM1.00 each for a purchase consideration of RM8,000,000 to Wesama Sdn Berhad (a wholly owned subsidiary of Press Metal Berhad) to be satisfied in cash.
  • Acted for Aluminium Company of Malaysia Berhad (“Alcom”) in the disposal by Alcom of 85% of the issued and paid up share capital of Alcom Extrusion Sdn Bhd (“AESB”) comprising 25,976,002 ordinary shares of RM1.00 each to C.F. Advance Marketing Sdn Bhd (CFAM”)(a wholly owned subsidiary of Chin Foh Berhad) for a purchase consideration of RM11,560,000 to be satisfied in cash, with CFAM having a call option and Alcom a put option over the remaining 15% comprising 4,584,000 shares in AESB.

  Publications  

  • Wrote the Malaysian chapter in “A Guide to Outbound M&A for Chinese Investors”, a Jun He Law Offices Publication.
  • Co-wrote the Malaysian chapter in “The Mergers & Acquisitions Review”, a Law Business Research Publication.
  • Wrote the Malaysian chapter in “Employee Share Plans”, a Globe Law and Business Publication.
  • Wrote an article on “Global Stock Options”, a Lex Mundi Publication.
  • Wrote an article on “Malaysia’s Tax Incentives in the Manufacturing and Targeted Sectors in America”, an Asia Pacific 2003/2004 Publication.

 
ACCOLADES & AWARDS

Skrine Retains Who’s Who Legal Accolade for Malaysia

On 15th May 2017, the Who’s Who Global Awards was held in London, United Kingdom and Skrine was conferred the Award:

Malaysia Law Firm of the Year 2017

Skrine previously received this Award in 2013, 2014, 2015 and 2016.

>> READ MORE

SKRINE Clinches Top Honours at ALB Malaysia Law Awards 2017

On 6th April 2017, the Asian Legal Business Malaysia Law Awards was held and SKRINE was named

Malaysia Law Firm of the Year 2017

SKRINE also bagged 5 other awards

>> READ MORE

Asialaw Profiles 2017

The Asialaw Profiles has ranked Skrine as Outstanding Firm and particularly highlighting the following practice areas:

Outstanding Firm

  • Competition & Antitrust
  • Corporate/M&A
  • Dispute Resolution
  • Energy & Natural Resources
  • Intellectual Property
  • IT, Telco & Media
  • Project & Infrastructure

>> READ MORE

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