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Tiv Sophonnora

Partner, R&T Sok & Heng Law Office

Practice Area:

Banking & Finance
Business Law

LLM (Business Comparative Law), University of Lumiere Lyon II, France

T +855 23 963 112/113
E tiv.sophonnora@rajahtann.com

Tiv Sophonnora obtained his Master Degree in Business Comparative Law from Lumière Lyon II University in France, where he also completed his Pre-Master Degree (Maîtrise) in Private Law in the field of Enterprise law. He was awarded a full scholarship under the “Eiffel Excellence Scholarship Program” from the French Ministry of Foreign and European Affairs. Nora also undertook an exchange program to one of the most prestigious French-speaking universities, University of Montreal, in Canada.

Nora entered Chambers & Partners' Asia Pacific 2013 and 2014 as associate to watch and has been praised by clients for his display of "very strong commercial awareness during transactions."

Recently, Nora is ranked by Chambers Asia Pacific 2021, and recognised as a “Distinguished Practitioner” by Asialaw Leading Lawyers 2021 for Corporate and M&A.

Nora is licensed to practice law in Cambodia by the Bar Association of the Kingdom of Cambodia. He is also accredited by the Securities and Exchange Commission of Cambodia as an approved person to provide legal services in securities sector in Cambodia. His areas of practice include capital market, commercial contracts, real estate & construction, insurance and gaming, entertainment & hospitality, and technology, media and telecommunications.

Experience

Capital Markets

  • Currently acting for and advising one of Cambodia’s leading microfinance institution in its proposed issuance of corporate bonds in Cambodia.
  • Acted for and advised ABA Bank Plc., a leading commercial bank in Cambodia, in relation to its corporate bond issuance raising approx. US$21M.
  • Currently assisting and advising from Cambodian law perspective a Hong Kong listed light emitting diode (LED) lighting manufacturer and distributor in its proposed transfer of listing from GEM to the Main Board of Hong Kong Stock Exchange.
  • Assisted and advised from Cambodian law perspective InNature Berhad, The Body Shop’s retailer, in relation to its proposed US$50M IPO on the Main Market of Bursa Malaysia.
  • Jointly assisted and advised from Cambodian law perspective in relation to the global offering of Crystal International Group Limited on the Hong Kong Stock Exchange via an IPO of HK$4.482 billion, the largest IPO on Hong Kong’s bourse from a home-grown company in more than two years.
  • Assisted and advised ING Bank in relation to securities dealing restriction under Cambodian law.
  • Acted for and advised Phnom Penh SEZ Plc. in relation to its additional issuance of new shares via private placement of US$10M.
  • Acted for and advised Phnom Penh SEZ Plc. in relation to its listing on the Cambodia Securities Exchange via an IPO of US$8.2M.
  • Acted for and advised Grand Twin International in relation to its approx. US$20M IPO being the first Cambodia IPO of private company on the Cambodia Securities Exchange.
  • Assisted and advised from Cambodian law perspective an integrated telecommunication infrastructure arm of Malaysia’s giant telecommunications conglomerate in its proposed IPO on the Main Market of Bursa Malaysia.
  • Assisted and advised Oriental Payment Group Holdings, a merchant acquirer in providing a suite of comprehensive payment processing services, from Cambodian law perspective in relation to its IPO of approx. US$61M on the Hong Kong Stock Exchange.
  • Assisted and advised from Cambodian law perspective in relation to Birmingham Sports Holding Limited’s issuance of consideration shares of approx. HK$75.5 million at the Hong Kong Stock Exchange for major transaction.
  • Acted for and advised BlackRock (Singapore) Limited in relation to Cambodian legal and regulatory framework in relation to funds management.

Joint Ventures / Foreign Investment

  • Acted for and advised Agile Group Holdings Limited, a Hong Kong listed company principally engaged in property development, in relation to its joint venture of a property development project in Cambodia.
  • Acted for and advised various international real estate developers regarding their multi-million-dollar real estate development projects in Cambodia.
  • Jointly acted for and advised on the joint venture arrangements between a Pan-Asian retailer, Dairy Farm Group, and Lucky Market Group, Cambodia’s largest supermarket chain and F&B stores.
  • Acted for and advised a Cambodian investor in relation to its joint venture with KOI Café, a Singapore based chain of cafés.
  • Acting for a UK-based leading global investment banking and investment management group in its joint venture project on renewable energy and cleantech in Cambodia.

Corporate and Commercial

  • Acting for and advising various international investors in relation to its joint venture agreement with local business in wide range of industry such as hospitality, food & beverage, real estate, insurance,
  • Assisting and advising a Singapore-based event management company from Cambodian law perspective in relation to its proposed lifestyle and concierge service agreement with a local commercial bank.
  • Assisted and advised a Cambodian business entrepreneur in obtaining a franchise on an American brand pest control service.
  • Assisted and advised a Cambodian business entrepreneur in obtaining a distributorship arrangement with a Danish global leader in innovative comfort footwear.
  • Assisted and advised a leading British cosmetics, skin care and perfume company in relation to its proposed franchise business expansion in Cambodia.
  • Acted for and advised one of China’s leading hospitality management companies and hotel operators, in relation to its expansion plan into Cambodia.
  • Advising the Embassy of the Republic of Singapore to Cambodia on its public procurement activities.
  • Advising ASICS Trading Co., Ltd., a Japan-based company mainly engaged in the sale of shoes and sport materials, on its manufacturing agreement with its Cambodian manufacturers.
  • Advising a global traveler retailer in relation to its existing concession agreement with an operator of Cambodian International Airport and an alleged unfair treatment and discriminative tender against the airport operator.
  • Acting for the Phnom Penh City Hall in the reviewing and advising on a concession agreement with a French global leader in lighting and electrical system industry on a hundred million dollars project.
  • Assisting in the representation of the Cambodian National Petroleum Authority in connection with its negotiation for and reviewing of a Master Concession Agreement with a Cambodian leading conglomerate.
  • Advising Cambodian largest conglomerate in the structuring of security interest to be offered to a Chinese multinational networking and telecommunication equipment and services company.
  • Assisting Malaysian’s largest financial services group in taking charges over shares of a Cambodian subsidiary of a Malaysian public listed company.
  • Acting for Vattanac Properties Limited in relation to the preparation of leases of offices and retail outlets of its first high-rise building, Vattanac Capital Tower; Acting for and advising Emerging Market Group Holding and its investment firm in relation to their business ventures in Cambodia and cross-borders transactions.
  • Acting for and representing Maersk (Cambodia) and its partner in the negotiation with the General Department of Customs and Excise.

Real Estate / Property

  • Acting for and advising Infunde Development, a Singapore based investment and development firm, in relation to its property acquisition for the mango processing facility in Cambodia.
  • Acting for and advising Hong Kong based real estate company (publicly listed in the Hong Kong Stock Exchange) in property due diligence and its subsequent equity investment in a Special Economic Zone in Cambodia (with the size of approximately 1,900 hectares).
  • Acting for and advising a Cambodian wholly-owned subsidiary of China Construction First Group in relation to its construction project in Cambodia.
  • Acted for and advised a Hong Kong-listed casino company, Macau Legend Development, from Cambodian law perspective in relation to its proposed acquisition of approx. 1,200 ha of land for the development of integrated resort and casino in Cambodia via a US$90M acquisition of entire stake in a Cambodian firm.
  • Assisted and advised a large Taiwan-founded construction company in relation to its sub-contract issue in relation to a construction project in Cambodia.
  • Acted for and advised Mermaid Maritime, a Singapore listed international subsea and offshore drilling company, in conducting legal due diligence over a multi-million dollars property in Phnom Penh as part of its US$19.7M acquisition of 49% stake in a Cambodian company.
  • Acted for and advised Agile Group Holdings Limited, a Hong Kong listed company principally engaged in property development, in relation to its joint venture on a 44-storey property development project in Cambodia.
  • Assisted a Cambodian wholly-owned subsidiary of HLH Group Limited (publicly listed in the Singapore Stock Exchange) in conducting legal due diligence, as well as liaising and coordinating with land officials to conduct land survey on the property for its intended mixed real estate development near beachfront area in central area of Preah Sihanouk Province, Cambodia.
  • Assisting in and advising on the acquisition of economic land concessions for multi-million-dollar agro-industrial projects in Cambodia for various companies, including Golden Land Berhad, FELCRA Berhad, Sumifru Corporation and other foreign based investment.
  • Co-acted for and advised Donaco International Limited (publicly listed in Australian Stock Exchange) in property due diligence over an area of approximately 30 hectares located next to Cambodian-Thai border as part of it contemplated USD 360 million acquisition of a Thai casino.
  • Acting for and advising Provident Capital in relation to the large-scale due diligence and acquisition of the BTS tower infrastructure from one of the mobile and telecommunication leader in Cambodia.
  • Conducting comprehensive legal due diligence on and advising in the acquisition of private-owned and state-owned properties, island concession, economic land concession, etc.
  • Advising various foreign investors with regards to their investments in properties in Cambodia including advising on foreign ownership structure.

Regulatory Compliance

  • Assisting in and advising on the business set-up, exit strategies, legal compliance, and other general advices of various international companies in relation to their business in Cambodia, including Nippon Express, Du Pont (Cambodia), Tan Chong Group, Panasonic Corporation, CNOOC International Ltd., and others.
  • Advised VISA Worldwide Pte. Limited regarding the anti-money laundering and anti-bribery policy, political participation, lobbying and contributions under Cambodian law.
  • Acted for and advised BlackRock (Singapore) Limited in relation to the Cambodian legal and regulatory framework on funds management.
  • Assisting and advising Anheuser-Busch InBev in relation to the issue of labelling requirements for its products (such as Corona, Foster, Exser, Budweiser, etc.) as well as product liability issue.

M&A / Banking & Finance

  • Assisted and advised CVC Asia Pacific Limited and its consortium of sellers from Cambodian law perspective in relation to the sale of 70% of total equity shares in Prasac Microfinance Limited by Kookmin Bank for USD603.4 million.
  • Assisted and advised Donaco International Limited from Cambodian law perspective in relation to its proposed amendment of US$31M facility with Mega International Commercial Bank Co., Ltd.
  • Assisted and advised in a US$20 million refinancing of Donaco International Limited by Mega International Commercial Bank Co., Ltd.
  • Acted for and advised HAGL Group from Cambodian law perspective on the issue of security package in relation to obtaining financing from various banks and financial institutions in relation to its agriculture projects in Cambodia, including the US$29 Million loan from BIDC Bank, the US$37.9 Million loan from Ho Chi Minh Development Joint Stock Commercial Bank, and the US$95.8 Million bond-issuing underwritten by BIDV.
  • Assisted and advised Donaco International Limited in relation to the obtaining of US$100 million financing from Mega International Commercial Bank Co., Ltd. for its US$360 million acquisition of a casino in Cambodia.
  • Jointly acting for and advising Massimo Zanetti Beverage Group SpA, the first private group in the global coffee market, in its acquisition of Boncafé Group in its US$85 million deal.
  • Acting for one of the largest European and German-based financial institution on the due diligence exercise of a leading microfinance institution for its multi-million dollars financing; and on the due diligence of a leading commercial bank in Cambodia for its multi-million dollars financing and equity acquisition.
  • Jointly acted for and advised PhillipCapital Group on its acquisition of HwangDBS Commercial Bank Plc. in Cambodia and its wholly-owned subsidiary, HwangDBS Securities (Cambodia) Plc. from Hwang-DBS (Malaysia) Bhd., a Malaysian financial service group, in its US$40 million deal.
  • Jointly acting for and advising E.Sun Commercial Bank Ltd., the flagship banking arm of Taiwan-based E.Sun Financial Holding Co., on its acquisition of 70% stake in Cambodia’s Union Commercial Bank Plc. in its US$69 million deal.
  • Acting for and advising Forte Insurance (Cambodia) Plc., Cambodia’s leading insurance company, on its investment restructuring and various legal matters.
  • Jointly assisting and advising dnata Singapore Pte Ltd, a world leading company providing airport services, in its acquisition of Trails of Indochina Co., Ltd., a Cambodia subsidiary of TOI tourist group companies.
  • Acted for and advised Luster Industries Berhad in the US$4.2M acquisition of 60% equity interest in a 5D Lottery Cambodia in Cambodia.
  • Acted for and advised an ASX-listed company, Cell Aquaculture Ltd., in its acquisition of a casino along Cambodian-Vietnam international border from Cambodian law perspective.

Project Infrastructure

  • Acted for and advised the Cambodian National Petroleum Authority (the Royal Government of Cambodia) on its negotiation of a master BOOT concession agreement with Cambodia’s largest conglomerate covering five major oil and energy related facilities.
  • Acted for and advised the Phnom Penh Municipality (the Royal Government of Cambodia) in a US$100 million BTO contract with the French global leader in urban lighting, traffic management and electrical system, Citelum SA in the development of public lighting infrastructure in Phnom Penh City.

Telecommunications, Media & Technology

  • Acting for Facebook, Tiktok and various social media platforms in relation to online platform, licensing requirements, content requirements, e-signature and data protection
  • Assisting and advising various clients (such as Alibaba, True, Diageo, Orange, True, Etiqa, Whatsapp, Visa, etc.) in relation to consumer protection, telemarketing, privacy, data storage, data-protection, data retention, cybersecurity and e-signature.
  • Assisting and advising various clients (such as Google and Samsung) in relation to reviewing for Cambodian law compliance of the terms and conditions of their products.
  • Acting for and advising Facebook on Cambodian law in relation to its activities, including the issues of control of content, cybercrime, e-commerce, misinformation, lèse majesté, etc.

Insurance & Reinsurance

  • Assisting and advising Etiqa Insurance and Takaful in relation to its business expansion into Cambodia, the setting up of general and life insurance companies, and regulatory compliance.
  • Assisting and advising BIMA in relation to its business operation in Cambodia including legal advice and regulatory compliance and filings.
  • Acting for and assisting a leading provider of mobile-delivered insurance and health service, in relation to its regulatory filing and compliance pertaining to its business activities in Cambodia.
  • Acting for and advising the insurance and takaful business of the largest banking group in Malaysia in relation to its business entry and activities, including bancassurance arrangement, for both in life and general in Cambodia.
  • Acting for and advising a Malaysian-based multinational corporation being active in automobile assembly, manufacturing, distribution and sales, in relation to its proposed insurance agency activities in Cambodia.
  • Assisted and advised a French multinational insurance firm, engaging in a global insurance, investment management and other financial services, in relation to Cambodian legal and regulatory framework pertaining to non-admitted life and general insurance.
  • Assisted and advised a Swiss-based global insurer, being the Switzerland’s largest insurer, on insurance regulatory matters in Cambodia in relation with non-admitted insurance business, life and non-life facultative reinsurance and treaty reinsurance, reinsurance, and group life insurance.
  • Assisted and advised an American worldwide health insurance and service in relation to the non-admitted insurance legal and regulatory framework in Cambodia.
  • Assisted and advised the largest public listed pan-Asian life insurance group in relation to its operation in Cambodia, including reviewing and advising on compliance of its product policies.
Memberships/Directorships
  • Associate Member of the Chartered Institute of Arbitrators.
  • Member of the Bar Association of the Kingdom of Cambodia.
  • Accredited lawyer to practice securities law in Cambodia.
Publications
  • General Business Law Overview in Cambodia, 2020, Chambers and Partners.
  • “Cambodia reacts to operator interest with regulatory change”, February 2016, World Online Gambling Law Report.
  • Secured Transaction Law in Cambodia, Cambodia Yearbook of Comparative Legal Studies, 3rd edition (2012), Cambodian Society of Comparative Law.
  • Initial Public Offering Mechanism in Cambodia, Cambodia Yearbook of Comparative Legal Studies, 3rd edition (2012), Cambodian Society of Comparative Law.