KS Energy - privatisation of distribution business S$320m
Synopsis Consolidation of the oil & gas and marine distribution businesses of KS Energy
Firm Client Role

Stamford Law Corporation
[Lead partners: Lee Suet Fern, Ng Joo Khin, Lean Min-tze, Ashok Kumar]

KS Energy Singapore counsel

WongPartnership
[Lead partners: Andrew Ang, Carol Anne Tan and Khaw Gim Hong]

Actis Singapore counsel
Clifford Chance Actis International counsel

Stamford Law Corporation is working with client KS Energy, a leading energy services provider to the global oil & gas, marine and petrochemical industries, on the consolidation of its distribution businesses. This will involve, among other things, a merger of three companies listed on the Singapore Exchange through a complex transactional structure.

As the appointed lead counsel and transactional lawyers on this matter, Stamford is set for a challenge. “It’s definitely very challenging due to the fact three listed entities are involved. That in itself adds a lot more things on our to-do list than a usual privatisation,” said Lean Min-tze, director at Stamford. “There’s a lot more synchronising to do.”

Lawyers will have to prepare numerous documents with respect to the schemes of arrangement for KS Energy’s subsidiary Aqua-Terra Supply and its associated company SSH Corporation and capital reductions. The firm will also prepare sale and purchase agreements to effect the consolidation of the various distribution businesses.

A significant amount of work will need to be billed before the consolidation is complete. “It is very resource intensive… We’re drafting documents for all the companies involved but we have quite a big team to go through it,” said Lean. “We have a total of 12 or 15 people on this [matter] at one point or another.”

The matter is also complicated by the fact that KS Energy will partner with UK private equity firm Actis to undertake the consolidation. “We had to deal with the PE element prior to announcement and also at closing,” said Lean. “That’s another added complexity.”

Through the proposed co-investment with Actis, the group will be able to tap into the Actis network across Africa, Asia and Latin American to accelerate the expansion of its businesses. This consolidation will also, in the medium term, assist KS Energy to penetrate deeper into markets such as China, Indonesia and the Middle East, where the company sees opportunities in the oil & gas and marine sectors.

Stamford has in the past advised KS Energy on China-related deals and hopes to continue working with KS Energy as it expands its operations following the consolidation.

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