LAWWATCH. In Brief. Be precise when drafting an indemnity resolution. Calling for a time out when the goal post shifts?

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1 AUGUST In Brief UNJUST ENRICHMENT Be precise when drafting an indemnity resolution Singapore Court of Appeal orders reimbursement of sums paid pursuant to an indemnity resolution on grounds of unjust enrichment and breach of fiduciary duty 1 DEBT CAPITAL MARKETS Calling for a time out when the goal post shifts? UK Supreme Court considers how changes in regulatory capital standards affect note redemption events pegged to such standards 5 FAMILY LAW Must a non-parent still provide for a child when the relationship ends? Singapore Court of Appeal considers the scope and applicability of section 70 of the Women s Charter relating to a non-parent s duty to maintain a child 11 DEALS WongPartnership acts in Recent matters that WongPartnership was involved in 15

2 AUGUST UNJUST ENRICHMENT Be precise when drafting an indemnity resolution Singapore Court of Appeal orders reimbursement of sums paid pursuant to an indemnity resolution on grounds of unjust enrichment and breach of fiduciary duty To discuss the possible implications of this for your business, please contact: Singapore Swimming Club v Koh Sin Chong Freddie [2016] SGCA 28 (Singapore, Court of Appeal, 26 April 2016) Singapore Swimming Club v Koh Sin Chong Freddie concerned the validity and scope of a resolution that was passed by the management committee ( MC ) of the Appellant Swimming Club (the Club ) in 2009 (the Indemnity Resolution ). Pursuant to the Indemnity Resolution, the Club bore the legal costs of defending defamation proceedings brought against the Respondent, a former President of the Club, by four members of the Club s previous management committee. However, the Club subsequently sought a refund of the monies paid on the basis that the Indemnity Resolution was invalid, or alternatively, that the monies had been paid under the Club s mistaken belief that the Respondent had acted in the discharge of his duties and responsibilities to the Club when he made the two defamatory statements. The Court of Appeal found that the Indemnity Resolution was valid, but upheld the Club s claim that the payments to the Respondent (i) prior to the outcome of the defamation proceedings had been made under a mistake of fact and the Club was therefore entitled to repayment from the Respondent on the ground of unjust enrichment; and (ii) after the outcome of the defamation proceedings had been procured by the Respondent in breach of his fiduciary duty to the Club, as such payments were not in the Club s interest to be made. TAN Chee Meng, Senior Counsel d: e: cheemeng.tan@ wongpartnership.com CHANG Man Phing d: e: manphing.chang@ wongpartnership.com WongPartnership acted for the successful Appellant. Our Comments/Analysis In drafting a resolution or policy to indemnify the staff and/or executive personnel of an organisation or company, such resolution or policy ought to stipulate the scope of the indemnity, specifically that the indemnity should only operate in relation to staff and/or executive personnel who are acting in discharge of their duties and responsibilities to the organisation or company. It would also be prudent for the organisation or company to take early steps to stop further payments and seek a refund of all monies already paid out, if it is subsequently discovered that the payments were made under a mistaken belief

3 AUGUST that a particular staff member or executive personnel had been acting in discharge of their duties and responsibilities to the organisation or company. This Update takes a look at the Court of Appeal s decision. Background Club bore costs of defending defamation proceedings pursuant to Indemnity Resolution The Indemnity Resolution was passed shortly after defamation proceedings were commenced against the Respondent. The Indemnity Resolution stated that members of the Club would assume liability arising from any legal action brought against members of the MC as a result of their discharge of duties and responsibilities to the Club. Pursuant to the Indemnity Resolution, the Club bore the legal costs of defending the defamation claim and continued paying the legal costs incurred in respect of this claim until a few months after the Court of Appeal ruled in November 2011 that the Respondent had made two defamatory statements against the Club s former members with malice and in furtherance of his own personal agenda (the CA Defamation Judgment ). Club members sought refund of monies paid Following the CA Defamation Judgment, the Club members passed resolutions at an extraordinary general meeting to stop further payments and to seek a refund of all monies paid to the Respondent for his legal costs ( EGM Resolutions ). Respondent brought proceedings against Club The Respondent subsequently brought a claim against the Club for the legal costs that he had paid personally after the Club refused to indemnify him, as well as a declaration that the EGM Resolutions were ineffectual to vary the Respondent s right to be indemnified. The Club also filed a counterclaim seeking the refund of all monies it had paid as legal costs for defending the defamation claim. The High Court dismissed both the claim and the counterclaim. Court of Appeal Three elements required to prove unjust enrichment The Court noted that to make out a cause of action in unjust enrichment, three elements must be satisfied: That a benefit has been received or an enrichment has accrued to the defendant;

4 AUGUST That the benefit or enrichment is at the claimant s expense; and That the defendant s enrichment is unjust. If all three elements are satisfied, the next step is to consider whether there are any defences to the claim. Unjust enrichment focused on the claimant s loss rather than fault of the recipient In the present case, the Court held that the first two elements were satisfied and that the dispute was whether the Respondent s enrichment was unjust, and if so, whether there were any defences the Respondent could rely upon. The Court noted that unjust enrichment focused on the claimant s loss or deprivation, rather than the fault of the recipient and accordingly a claimant must identify a specific ground or grounds of restitution that made the defendant s enrichment unjust. Club relied on mistake of fact that Respondent had been operating in discharge of duty The Club in the present case was relying on mistake of fact, in that it had paid the legal costs for the Respondent thinking that the circumstances of the defamation case brought against him fell within the scope of the Indemnity Resolution. It was the Club s submission that it only found out that it had been operating under a mistake when it realised from the CA Defamation Judgment that the Respondent had made the defamatory statements with malice and for his own personal purposes. In these circumstances, the Respondent could not have been acting in the interest of the Club or in the discharge of his duties to the Club. Club members actions in seeking refund of monies paid supported Club s claim The Court of Appeal found that the Club s case was strongly supported by the reaction of the members after the release of the CA Defamation Judgment, when over 500 members of the Club acted to requisition the EGM in order to pass resolutions that the Club seek the return of all monies paid in connection with the defamation proceedings and make no further payments to the Respondent. The fact that the CA Defamation Judgment set off such a reaction indicated that the members had no prior knowledge of the true nature of the Respondent s acts and that they would not have been willing to indemnify the Respondent if they had known that he had made the defamatory statements for his personal vendetta and not in the discharge of his duty towards the Club.

5 AUGUST Respondent had no defence as he had acted with malice Payments made before CA Defamation Judgment to be refunded The Court did not accept the Respondent s argument that the Club had not been acting under a mistake as it had meant to indemnify the Respondent even if he was found to have acted with malice. The Court held that an act motivated by malice was inherently irreconcilable with an act done in bona fide discharge of duty. The Court held that the Club had made the payments before the release of the CA Defamation Judgment under the mistaken belief that the Respondent was properly discharging his duty to the Club in making the defamatory statements and that the defamation suit fell within the scope of the Indemnity Resolution. However, the Club could not be said to be laboring under such a mistake when it made payments after the release of the CA Defamation Judgment. The Club was therefore entitled to repayment of the monies paid before the release of the CA Defamation Judgment. The Court held that there was no defence the Respondent could rely on given that he always had the knowledge that he was acting with malice in making the defamatory statements, and that he would not have been indemnified by the Club had the members known about the true nature of his acts. Post-CA Defamation Judgment monies also refunded on grounds of breach of fiduciary duty With respect to the post-ca Defamation Judgment payments, the Court held that the fact that the Club was not laboring under a mistake when it made these payments did not mean that it could not recover the monies. The Court agreed with the Club s submission that the Respondent had acted in breach of his fiduciary duties to the Club by procuring the post-ca Defamation Judgment payments, even though he knew that he would not be covered by the Indemnity Resolution in view of the finding of malice on his part in the CA Defamation Judgment. The Court held that the Respondent had acted in breach of his fiduciary duties to the Club as he had acted with the intention of furthering his own interests rather than the interests of the Club. He could not distance himself from the Club s making of the payments simply by saying that he did not sign the cheques or had no authority to approve the payments. Accordingly, the Club was also entitled to payment of the post-ca Defamation Judgment payments.

6 AUGUST DEBT CAPITAL MARKETS Calling for a time out when the goal post shifts? UK Supreme Court considers how changes in regulatory capital standards affect note redemption events pegged to such standards To discuss the possible implications of this for your business, please contact: BNY Mellon Corporate Trustee Service Limited v LBG Capital No 1 Plc [2016] UKSC 29 In BNY Mellon Corporate Trustee Service Limited v LBG Capital No 1 Plc, the UK Supreme Court had to decide how changes in regulatory capital standards affected the interpretation of redemption events of enhanced capital notes pegged to earlier regulatory capital requirements. Lloyds Banking Group ( LBG ) had, in order to meet regulatory capital requirements, issued enhanced capital notes ( ECNs ) which were contingent convertible securities popularly known as Cocos. The ECNs contained, among other things, a redemption feature which allowed the ECNs to be prematurely redeemed upon the occurrence of a Capital Disqualification Event. In particular, early redemption was permitted when the ECNs would cease to be taken into account for purposes of any stress test applied by the relevant UK regulatory authority in respect of the Consolidated Core Tier 1 Ratio. HUI Choon Yuen d: e: choonyuen.hui@ wongpartnership.com Subsequently, due to changes in capital adequacy regulations, which, among other things, replaced the concept of Consolidated Tier 1 Ratio with another more stringent ratio, LBG would have failed the new minimum capital adequacy requirement long before it would have been allowed to convert the ECNs to ordinary shares. LBG and BNY Mellon Corporate Trustee Services Ltd ( BNY Mellon ), as note trustees disagreed on whether a Capital Disqualification Event had taken place as a result of the ECNs having ceased to be taken into account for the stress test. By a majority of 3 to 2, the UK Supreme Court applied principles of contractual interpretation and held that a Capital Disqualification Event had occurred on the basis that the ECNs no longer served the function that they were designed to serve and could not be taken into account for purposes of the stress test. Our Comments/Analysis The facts of this case are fairly unique to a specific period in financial history occurring after the onset of the Lehman crisis and before the implementation of the Basel III regulatory capital framework. Would it be possible for such a dispute to arise here in Singapore? Unlikely. To the extent that securities that have been issued or will be issued by the local banks are already Basel III-compliant, we

7 AUGUST should not have the same issues explored by this case. This case arose because regulatory standards were in a state of flux when the ECNs were issued. Further, the equivalent Capital Qualification Events in the local context tend to be tested only against the ability to qualify as Tier 1 or Tier 2 capital. This should be a fairly objective test that is easy to determine as compared to the more amorphous trigger as to whether securities are taken into account for purposes of a stress test. Nevertheless, this is an interesting example of the inherent tension between the following two considerations in such type of securities: (i) given that bonds issued for regulatory capital purposes tend to be expensive for the banks compared to vanilla bonds, banks have every incentive to ensure that similar capital qualification redemption events are responsive enough such that such bonds can be quickly redeemed the moment they no longer serve the purpose for which they are issued; and (ii) as such securities tend to be long-dated and bear credit terms which are considered higher risk as compared to vanilla bonds, investors are compensated for this higher risk by way of a higher rate of interest. It would be deemed unfair that investors should bear such higher risk and yet allow the bonds to be early redeemed as and when it suits the bank. Going forward, in the event that further regulatory initiatives are being contemplated to refine the regulatory capital framework, this case is a useful reminder that the draftsman should be very careful to ensure that such capital qualification redemption events are based on objective, externally verifiable criteria. Ideally, the drafting must also be broad enough to accommodate further tweaks to the regulatory capital standards such that there is no dispute as to whether a regulatory change will result in such capital qualification redemption event being obsolete and impossible to trigger. It is also noteworthy that BNY Mellon, as notes trustee was prepared to continue with legal proceedings with appeals to first, the Court of Appeal and subsequently, the UK Supreme Court. It should be borne in mind that in a typical bonds transaction, the trustee reserves the right not to take any action until it is satisfied that it is indemnified or pre-funded for all expenses and liabilities incurred in connection with litigation. It remains to be seen as to the appetite of investors of local Basel III-compliant bonds to litigate in the Singapore courts in the event that a similar dispute was to arise in Singapore. This Update takes a closer look at the UK Supreme Court decision.

8 AUGUST Facts Background LBG subject to stress test by UK regulatory authority In 2009, LBG was subject to financial stress testing by the relevant regulatory authority of the United Kingdom. It may be recalled that in the aftermath of the Lehman bankruptcy, there were widespread efforts by major regulators to ensure that large financial institutions were sufficiently capitalised to avoid a repeat of a Lehman event. At this point in time, the relevant regulatory capital framework was based on the Basel II standards. It was already known then that new Basel III standards were being devised for future implementation. LBG issued ECNs to meet regulatory capital requirements after failing stress test LBG failed the stress test in 2009 and in response, issued ECNs. These ECNs were contingent convertible securities, popularly known as Cocos. Such ECNs could be converted into fully paid shares in LBG upon the occurrence of prescribed events where LBG s capital ratios fell below certain prescribed levels. Further explanation is set out below: (i) (ii) (iii) (iv) (v) under the regulatory capital framework for banking groups, the capital of the bank is arranged in tiers; Tier 1 comprises, amongst others, ordinary shares and retained earnings. Ordinary shareholders are not creditors of the bank and hence are subordinated to creditors when making claims against the assets of the bank. Hence it is the safest form of capital from a regulatory capital standpoint; Tier 2 capital comprises quasi-equity instruments such as subordinated debt. ECNs were classified as Tier 2 capital then; the safeguards afforded under a regulatory capital framework includes requiring banks to maintain a minimum ratio between its Tier 1 capital against its assets (such assets being calculated on a riskweighted basis); under the regulatory capital regime at the time (Basel

9 AUGUST II), LBG needed to have core Tier 1 capital forming at least 4% of its risk-weighted assets; (vi) the ECNs provided that it would automatically convert to shares when LBG s core Tier 1 capital fell below 5% of its risk-weighted assets (this being 1% above the minimum requirement); and (vii) LBG would therefore pass the stress test with the issuance of ECNs because they had the means to issue new ordinary equity and cancel debt due to conversion of the ECNs before it would ever fail the minimum 4% core Tier 1 requirement. Redemption feature of ECNs The ECNs also carried a redemption feature that allowed LBG to redeem the ECNs once the ECNs no longer served the above purpose. They were referred to as the Capital Disqualification Event in the ECNs. This redemption event was said to be triggered when: (i) (ii) the ECNs would no longer be eligible to qualify for the inclusion in the Lower Tier 2 Capital of LBG ; and the ECNs would cease to be taken into account for purposes of any stress test (emphasis ours) applied by the FSA in respect of the Consolidated Core Tier 1 Ratio. Events leading to the Dispute Changes in regulatory capital framework In June 2013, the relevant regulatory capital framework applicable to LBG migrated to the Basel III standards. Various rule changes flowed from this: (i) Core Tier 1 Capital was replaced with Common Equity Tier 1 capital. The latter was a more restrictive category as compared to Core Tier 1 Capital. In other words, Common Equity Tier 1 capital was a stricter test of capital adequacy; and (ii) the minimum ratio for Tier 1 capital was raised from 4% to 4.5%; and

10 AUGUST (iii) an additional category called Additional Tier 1 Capital was introduced. This category included Cocos such as the ECNs. However, it could only qualify as Additional Tier 1 Capital if the trigger for conversion was set at least 5.125%. Effect of the regulatory changes on the ECNs The effect of the above regulatory changes can be summarised as follows: (i) the references to Tier 1 and Tier 2 capital in the Capital Disqualification Event in the terms of the ECNs had become outdated as it no longer accurately described the current regulatory capital framework. As such, the application of this redemption event was put into question; (ii) the ECNs no longer served the purpose for which they were issued. The conversion trigger in the ECNs was based on the older Core Tier 1 Capital definition. When applied against the stricter and narrower Common Equity Tier 1 capital requirement, the net effect was that the ECNs could only effectively convert to ordinary shares if the ratio of Common Equity Tier 1 capital to riskweighted assets was 1%. This was far below the minimum 4.5% required by the authorities. In other words, the ECNs were no longer useful to LBG because LBG would have failed any new stress tests long before it was allowed to convert the ECNs to ordinary shares. When LBG was stress tested again in 2014, the ECNs were not taken into account because LBG s Common Equity Tier 1 capital was in any case above the minimum 4.5%. The court noted that the ECNs would not be taken into account in any case since conversion to ordinary shares could only occur after LBG failed the minimum 4.5% threshold.

11 AUGUST LBG s position LBG argued that the Capital Disqualification Event had occurred LBG was keen to redeem the ECNs as they paid a relatively high coupon and yet no longer served the purposes for which they were issued. The ECNs paid interest of over 10% per annum. LBG argued that the Capital Disqualification Event had occurred as a result of the ECNs factually not being taken into account for the 2014 stress test. BNY Mellon s position (as notes trustee) BNY Mellon argued that a Capital Disqualification Event had not occurred The trustee argued that since the stress test was in relation to Common Equity Tier 1 capital and not Consolidated Core Tier 1 Ratio, the prescribed disqualification event had not occurred. This was quickly rejected by the Court. Supreme Court Decision The trustee also argued that the mere fact that the authorities did not take the ECNs into account for the 2014 stress test was not sufficient to indicate that a Capital Disqualification Event had occurred. In other words, as long as the ECNs were technically capable of being taken into account (regardless of whether they ever would be in reality), the trigger for the Capital Disqualification Event had not occurred and LBG should not be allowed to redeem the ECNs based on events surrounding the 2014 stress test. After all, the ECNs could still be converted to ordinary shares if the ratio of Common Equity Tier 1 capital to riskweighted assets was 1%. The fact that this was not helpful to LBG was beside the point. UK Supreme Court held that a Capital Disqualification Event had occurred as ECNs could no longer be taken into account for purpose of the stress test Applying the principles of contractual interpretation, the Court held that a Capital Disqualification Event had in fact happened. The point was made that when considering the backdrop of the regulatory changes and the purpose behind the issuance of the ECNs, it was clear that the ECNs no longer served the function they were designed to serve and hence could no longer be taken into account for purposes of the stress test.

12 AUGUST Views of 2 dissenting judges Out of 5 judges presiding over the proceedings, there were 2 dissenting judges. The point made by one of the dissenting judges was that it had always been implicit that the ECNs might be irrelevant to LBG s ability to pass the stress test (for example, if it already had a strong capital position). It was further pointed out that to peg a redemption event to the outcome of an actual stress test would lead to uncertainty. The dissenting judgment seemed to hint that the underlying concern was that long-dated securities (which were not intended to be redeemed early save for extreme circumstances) should not be allowed to be early redeemed so easily. Whether the ECNs were in fact useful to LBG should not be a relevant consideration. Early redemption must be based on very clear and objective criteria. FAMILY LAW Must a non-parent still provide for a child when the relationship ends? Singapore Court of Appeal considers the scope and applicability of section 70 of the Women s Charter relating to a non-parent s duty to maintain a child To discuss the possible implications of this for your business, please contact: TDT v TDS & Anor [2016] SGCA 35 (Singapore, Court of Appeal, 26 May 2016) Of particular interest in TDT v TDS & Anor was the Court of Appeal s discussion of the scope and operation of section 70 of the Women s Charter (the Act ), which came about because the Husband sought a refund of the interim maintenance paid to Q, the Wife s daughter from a previous relationship. The parties had been married for 4.5 years and there were no children of the marriage. Q had lived with the Husband and Wife, together with the Wife s mother, for the first three years of the marriage but remained living with the Wife s mother when the Husband and Wife moved to another property. SIM Bock Eng d: e: bockeng.sim@ wongpartnership.com The Husband sought a refund of the interim maintenance he had paid for Q, as ordered by the District Court. This was the first time the Court of Appeal had considered section 70 of the Act, which relates to a non-parent s duty to maintain a child accepted as a member of the family. The Court of Appeal held that, as the Husband had accepted Q as a member of his family, there was a basis upon which the court could order the Husband to pay interim maintenance to Q under the Act. Generally, however, a step-parent s duty to maintain a child would cease once an interim judgment for divorce had been granted.

13 AUGUST Our Comments/Analysis The Court of Appeal decision lends clarity to the situations in which the duty of a non-parent to maintain a child arises, and when such a duty ceases. The decision represents a fair balance between the interests of the child and the nonparent. Whilst the non-parent cannot renege on his responsibility to maintain a child which he had accepted as a member of his family, he is entitled to stop maintaining the child after the relationship has ended. This is a recognition of the fact that the non-parent s assumption of responsibility was on the basis of the union of the non-parent and the child s parent, as well as the fact that the primary responsibility for maintaining the child lies with the biological parents. This Update looks at the Court of Appeal s decision. Court of Appeal Decision Relevant provisions of section 70 Women s Charter In analysing the scope and applicability of section 70 of the Act, the Court examined the following issues: When a non-parent s duty under section 70 is triggered; and The circumstances in which the non-parent s duty to maintain the child ceases. The relevant provisions of section 70 of the Act read as follows: Duty to maintain child accepted as member of family 70. (1) Where a person has accepted a child who is not his child as a member of his family, it shall be his duty to maintain that child while he remains a child, so far as the father or the mother of the child fails to do so, and the court may make such orders as may be necessary to ensure the welfare of the child. (2) The duty imposed by subsection (1) shall cease if the child is taken away by his father or mother. (3) Any sums expended by a person maintaining that child shall be recoverable as a debt from the father or mother of the child Two conditions to be satisfied before non-parent has duty to maintain a child The Court found that a literal reading of section 70 indicated that there were two conditions to be satisfied before a nonparent s duty to maintain a child arose; first the child must be accepted as a member of his family and second, the nonparent s duty was to maintain the child so far as the father or mother of the child fails to do so. Whether child has been accepted as a member of the With respect to the first condition, the Court held the view that the concept of acceptance as part of one s family entailed more than the voluntary assumption of responsibility

14 AUGUST family is a question of fact Indicators of assumption of parental responsibility Crucial element was whether the non-parent interacted with the child as a parent Non-parent who has accepted child as a member of family has duty to maintain the child where biological parents fail to do so for the child s maintenance; it was the voluntary assumption of parental responsibility that was crucial. This was ultimately a question of fact, taking into account all the relevant circumstances and context before the Court itself. The Court held that the inquiry ought to be an objective one, inasmuch as it was premised on a consideration of all the objective evidence before the court. The Court s task therefore was to identify indicators which demonstrated on the objective facts that the non-parent had voluntarily taken on parental responsibility for the child s welfare. Strong indicators of acceptance into the family would include the changing of the child s surname to that of the non-parent, or whether the child had been encouraged to address the non-parent in parental terms. However, the Court noted that in an area as sensitive as determining the relationship between a non-parent and a child, the question must at all times be decided with reference to the conclusion an ordinary sensible citizen would reach when asked the question. The Court observed that, in the context of section 70(1), which fixed the duty of maintenance generally on nonparents (and not divorcing spouses per se), it was not necessary to find an agreement or a mutuality on intention between both spouses before acceptance into the nonparent s family may be found on the facts. The crucial question to be answered was whether the non-parent in question (whether a step-parent, grandparent, relative or even stranger) interacted with the child as if he or she was the child s parent. However, it would be relevant to consider whether the natural parent of the child had evinced an intention that the child ought not to be accepted as a member of the non-parent s family. The Court then looked at the second condition that needed to be satisfied; the failure of the parents to maintain the child. The question to be asked was, to what extent must the failure of the parents to maintain the child be proved before a court may hold that the non-parent s duty to maintain the child arises? In particular, must it be shown that the child s biological parents lack the financial means to provide adequately for the child, or is it sufficient to show that they, irrespective of their means, have not provided for the child?

15 AUGUST The Court of Appeal held that a non-parent who has accepted the child as a member of his or her family will have a duty to provide for the child s maintenance under section 70(1) as long as it appears that in fact the child has not been adequately maintained by his or her parents, thereby safeguarding the child s welfare in ensuring that the child is at all times adequately provided for. This was not to say, however, that a non-parent would be unfairly fixed with liability for maintenance of a child if a child s parents are fully capable of doing so, but wilfully refuse to maintain the child. Section 70(3) of the Act provides the non-parent with an avenue to recover the sums expended on the child from the biological parents. However, the Court noted that section 70(3) should be applied sensibly on the facts and should not cancel out section 70(1). In the context of an order made against a non-parent who was in a relationship with one of the child s parents, he or she would not be able to reclaim the expenditure from that parent, only from the other biological parent. Duty of non-parent to maintain would cease where child is taken away Husband entitled to refund of maintenance paid after grant of interim judgment for divorce In considering the circumstances in which the duty of a nonparent to maintain the child would cease, the Court held that this would occur in a situation where a child is taken away from a non-parent in the context of the breakdown of the marriage between the non-parent and the child s parent. This duty on the non-parent under section 70(1) of the Act would ordinarily cease when the interim judgment for divorce was granted. On the facts of the present case, the Court found that the Husband had accepted Q as a member of his family and there was therefore a basis upon which the court could order the Husband to pay interim maintenance to Q under section 127(1) of the Act. However, since the marriage between the Husband and the Wife had broken down and the Wife had taken Q away from the Husband, it was not appropriate for the Husband to have had to pay maintenance for Q over the 3 years and 11 month period that he did, particularly since the marriage effectively only lasted for 4.5 years. Accordingly, the Court held that the Husband was entitled to a refund of the maintenance paid after the interim judgment for divorce was granted.

16 AUGUST DEALS WongPartnership Acts in Recent matters that WongPartnership was involved in DESCRIPTION KKR s US$81.2 million investment for a 10.44% stake in PT Japfa Tbk Acquisition by FWD Group, the insurance arm of Asia-based Pacific Century Group, of a 90% stake in group medical insurance provider Shenton Insurance Pte. Ltd Sale by Tata Communications of a 74% stake in Tata Communications data centre business in India and Singapore, comprising 14 data centres in India and 3 facilities in Singapore, to ST Telemedia Development and lease of a purpose-built building at Yung Ho Road, Singapore for use by Aetos Holdings Pte. Ltd. ( Aetos ), a wholly-owned subsidiary of Temasek Holdings Pte. Ltd., and the subsidiaries of Aetos Grant of loan facilities of up to S$600 million to East Vue Pte. Ltd., a joint venture special purpose vehicle directly or indirectly owned by Frasers Centrepoint Limited, Keong Hong Holdings Limited and Sekisui House, Ltd. to, inter alia, finance the purchase of a site located at Siglap and the construction of a development thereon Pre-conditional voluntary general offer by Halcyon Agri Corporation Limited for all the issued and paidup ordinary shares of GMG Global Ltd TYPE Corporate/M&A Corporate/M&A Corporate/M&A Corporate Real Estate Banking & Finance Corporate/M&A

17 AUGUST DESCRIPTION Voluntary conditional cash offer by Easton Overseas Limited (the Offeror ) for all the issued and paid-up ordinary shares in the capital of China Merchants Holdings (Pacific) Limited (the Company ), other than those shares owned, controlled or agreed to be acquired by the Offeror, and an offer for the outstanding 1.25% convertible bonds issued by the Company Acquisition by Standard Chartered Private Equity (Singapore) Pte. Ltd. of the business and selected assets of Phoon Huat and Company (Private) Limited, a leading producer of baking supplies in Singapore S$ million project financing to TuasOne Pte. Ltd. (a joint venture between Hyflux Ltd. and Mitsubishi Heavy Industries, Ltd.) for, inter alia, the development, procurement, construction, operation and maintenance of a waste-to-energy plant Initial public offering of units in Frasers Logistics & Industrial Trust on the main board of the Singapore Exchange under Regulation S, to raise approximately S$903 million Grant of facilities of up to S$1.72 billion by a syndicate of lenders to Orchard Turn Retail Investment Pte. Ltd. for the refinancing relating to the acquisition and development of ION Orchard TYPE Corporate/M&A Corporate/M&A Banking & Finance Equity Capital Markets Banking & Finance

18 AUGUST SOME OF OUR OTHER UPDATES DATE TITLE 22 August 2016 LegisWatch: Proposed Enhancements to the Regulatory Regime on Payment Systems in Singapore 17 August 2016 LegisWatch: Changes to Singapore s Bankruptcy Framework Amendments in effect from 1 August August 2016 CaseWatch: Court of Appeal sets out guidelines on the standard of care that should be exercised when providing references for employees 5 August 2016 LegisWatch: MAS Releases Revised Guidelines on Outsourcing Risk Management

19 AUGUST WONGPARTNERSHIP OFFICES SINGAPORE WongPartnership LLP 12 Marina Boulevard Level 28 Marina Bay Financial Centre Tower 3 Singapore Tel: Fax: /5722 CHINA WongPartnership LLP Beijing Representative Office Unit 3111 China World Office 2 1 Jianguomenwai Avenue, Chaoyang District Beijing , PRC Tel: Fax: INDONESIA Makes & Partners Law Firm (an associate firm) Menara Batavia, 7th Floor Jl. KH. Mas Mansyur Kav. 126 Jakarta 10220, Indonesia Tel: Fax: Website: makeslaw.com MALAYSIA Foong & Partners Advocates & Solicitors (an associate firm) 13-1, Menara 1MK, Kompleks 1 Mont Kiara No 1 Jalan Kiara, Mont Kiara Kuala Lumpur, Malaysia Tel: Fax: Website: foongpartners.com MIDDLE EAST Al Aidarous International Legal Practice (an associate firm) Abdullah Al Mulla Building, Mezzanine Suite Hameem Street Al Nahyan Camp Area P.O. Box No Abu Dhabi, UAE Tel: Fax: Website: aidarous.com MYANMAR WongPartnership Myanmar Ltd. No. 1, Kaba Aye Pagoda Road Business Suite #03-02, Yankin Township Yangon, Myanmar Tel: Fax: contactus@wongpartnership.com WongPartnership LLP Shanghai Representative Office Unit 1015 Corporate Avenue Hubin Road Shanghai , PRC Tel: Fax: Al Aidarous International Legal Practice (an associate firm) Zalfa Building, Suite Sh. Rashid Road Garhoud P.O. Box No Dubai, UAE Tel: Fax: wongpartnership.com