Nadiah Abdul Haleem Shah
Nadiah Abdul Haleem Shah graduated with Bachelor of Laws (Hons) from the University of Kent at Canterbury, United Kingdom in 1997 and was admitted as an Advocate & Solicitor of the Malaysian Bar on 9 September 1999. Nadiah’s portfolio is mainly corporate finance and capital markets. She also has experience handling corporate banking and corporate conveyancing matters.
Her exposure includes advising investment banks and financial institutions and conducting due diligence exercises in relation to submissions to the Securities Commission, Malaysia and Bursa Malaysia Securities Berhad for corporate exercises ranging from initial public offerings, acquisitions and disposals of assets/ shares, Conventional and Islamic real estate investment trusts, municipal bonds, Conventional and Islamic private debt securities issuance.
She has also been exposed to drafting of transactional documents, submission documents to the Securities Commission, Malaysia, Information Memorandum and advising on regulatory compliance of amongst others, the Companies Act 1965, the Capital Markets & Services Act 2007, the Listing Requirements of the Bursa Malaysia Securities Berhad and various guidelines issued by the Securities Commission, Malaysia.
— Member, Malaysian Bar Council
— Member, Selangor Bar
— Co-Authored “Issues on Islamic Real Estate Investment Trust” in Asia Law & Finance, 1 December 2006
CORPORATE FINANCE ADVISORY
Lead the team which acted as the advisor and due diligence counsel inter alia for the following transactions:-
(a) the establishment of employee share option scheme for KPJ Healthcare Berhad and also advised on the relevant amendments to the memorandum and articles of association of KPJ Healthcare Berhad;
(b) the issuance of circulars to shareholders for shareholders mandate for recurrent related party transactions for public listed companies for Kulim (Malaysia) Berhad (prior to its delisting), Johor Land Berhad( prior to its delisting), KPJ Healthcare Berhad and KUB Malaysia Berhad;
(c) the issuance of circulars to shareholders for disposal or acquisition of assets/shares of subsidiaries of a public listed companies or real estate investment trusts for KPJ Healthcare Berhad, Al-`Aqar Healthcare REIT, Kulim (Malaysia) Berhad (prior to its delisting) , Johor Land Berhad (prior to its delisting) and Inch Kenneth Kajang Rubber Ltd;
(d) the issuance of circulars to shareholders for equity fund raising exercises for example rights issues , bonus issues , warrants, special restricted issue for medical consultants for KPJ Healthcare Berhad;
(e) the drafting of share sale agreements and asset sales and purchase agreements for subsidiaries of a public listed companies or real estate investment trusts.
Part of the team which had advised Kulim (Malaysia) Berhad, Johor Land Berhad (prior to its delisting) and Inch Kenneth Kajang Rubber Ltd the circulars to shareholders for disposal or acquisition of assets/shares to third parties and/or related parties.
Part of the team which had advised Johor Port Berhad in respect of the acquisition by JPB of 75% equity interest in Bernas Logistics Berhad from Padi Beras Nasional Berhad.
Jointly led the due diligence transaction in relation to the acquisition of shares of Esso Malaysia Berhad, Exxon Mobil Sdn Bhd and Exxon Mobil Borneo Sdn Bhd by Petron Corporation, Phillipines.
REAL ESTATE INVESTMENT TRUST
1. AL-`AQAR HEALTHCARE REIT
Jointly led ARSA’s team as the legal counsel for the establishment of the first Islamic Healthcare Real Estate Investment Trust then known as Al-`Aqar KPJ REIT (now known as Al-`Aqar KPJ REIT), the acquisition of the initial assets by Al-`Aqar Healthcare REIT, the listing of Al-`Aqar KPJ REIT on the Main Board of Bursa Malaysia in year 2006 and the public issue of 180,000,000 new Al-`Aqar Healthcare REIT units to the Malaysian public and selected institutional investors.
Al-‘Aqar Healthcare REIT was awarded the IFN Award-REIT Deal of the Year 2006 Award by Islamic Finance News (IFN).
Jointly led ARSA’s team as the legal counsel for the 2nd, 3rd and 4th and 5th injection of assets based in Malaysia, Indonesia and Australia into Al-‘Aqar Healthcare REIT.
Led ARSA’s team in respect of acquisition of assets for the 6th injection into Al-`Aqar Healthcare REIT.
Advised Al-‘Aqar Healthcare REIT for other transactions including revising its trust deed via a restated deed, disposal of assets and disposal of shares transactions from the time of its establishment till todate.
2. AXIS REIT
Jointly led ARSA’s team as the legal counsel for the reclassification of AXIS REIT from a conventional real estate investment trust to a Shariah compliant real estate investment trust, conducted the due diligence exercise in respect of the transaction and also advised on the relevant amendments to the AXIS REIT trust deed as well as the relevant submissions made to the Securities Commission, Malaysia and Bursa Malaysia Securities Berhad.
3. AMANAH RAYA REIT
Jointly led ARSA’s team as the legal counsel for CIMB Islamic Trustee Berhad (then known as CIMB Trustee Berhad), the trustee for AMANAH RAYA REIT in respect of some of the property acquisitions by AMANAH RAYA REIT.
4. AMANAH HARTA TANAH PNB (“AHP”) REIT
Lead the team in relation as the advising legal counsel for legal due diligence in respect of the submission to the Securities Commission, Malaysia for the substitution of Amanah Raya Berhad, as trustee of AHP with AmanahRaya Trustees Berhad, as the successor trustee of AHP (“the Substitution Exercise”) and the amendments to the trust deed of AHP as a result of the Substitution Exercise.
5. AL-SALĀM REIT
Led ARSA’s team as the legal counsel for the establishment of Al-Salām REIT, the acquisition of 31 assets and injection of the same into Al-Salām REIT, the listing of Al-Salam REIT on the Main Board of Bursa Malaysia Securities Berhad in end September 2015 as well as the Initial Public Offering of 252,360,000 new units in Al-Salām REIT (“Units”), subject to the clawback and reallocation provisions contained herein, comprising:-
(i) 240,760,000 new units made available by way of private placement to selected institutional investors at the issue price of RM1.00 per Unit, payable in full upon allocation; and
(ii) 11,600,000 new units made available for application by the Malaysian public at the issue price of RM1.00 per unit, payable in full upon application.
in conjunction with the listing of and quotation for 580,000,000 Units on the main market of Bursa Malaysia Securities Berhad.
Al-Salām REIT focuses on restaurant outlets, commercial buildings, warehouses and industrial properties.
Al-Salām Real Estate Investment Trust was awarded the Islamic Finance Deal of the Year (Midsize) by the Asian Legal Business on April 7, 2016.
— Part of ARSA’s team which had acted as the legal advisor for a local authority known as ‘Pihak Berkuasa Tempatan Pasir Gudang’ in respect of the issuance of the 1st Municipal Bond in Malaysia under the Islamic principles of Mudharabah via a special purpose vehicle incorporated by the said local authority.
— Part of ARSA’s team which had acted as the legal advisor for a company that is an oil and gas support services provider for the issuance of Sukuk under the Islamic principles of Musyarakah Mutanaqisah via a special purpose vehicle known as Vastalux Capital Sdn Bhd.
— Part of ARSA’s team which had advised Point Zone (M) Sdn Bhd (“PZMSB”) a special purpose vehicle of KPJ Healthcare Berhad in respect of its issuance of RM250.0 Million in nominal value Commercial Papers and Medium Term Notes.
— Part of ARSA’s team which had advised PZMSB in respect of its issuance of RM500.0 Million in nominal value Islamic Commercial Papers and Islamic Medium Term Notes (“ICP/IMTN Programme”). Thereafter led, ARSA’s team in respect of the bridging loan granted to PZMSB to partially settle the ICP/IMTN Programme.
Acted as advisor for Kumpulan Perubatan (Johor) Sdn Bhd and other subsidiaries of KPJ Healthcare Berhad on separate occasions in respect of acquisition of assets namely land and hospital buildings, factory buildings, and vacant lands.
Lew Chung Han
Lew Chung Han is a partner and currently heads the Banking & Corporate Commercial Department of ARSA Johor Bahru office. Lew’s principal areas of practice are banking and finance, real estate and corporate and commercial transactions.
Lew has represented private and corporate clients on a broad range of issues covering legal aspects of corporate and commercial related transactions and investments as well as its related regulatory issues.
Lew has also advised globally linked companies, pertaining to its commercial and industrial expansion projects involving subsidiaries of multinational companies with respect to commercial contracts and investment of properties within and beyond Iskandar Malaysia.
Lew has recently acted for the funding of a Singapore based Multi National Corporation, an internationally renowned private education provider in setting up of its new University campus and International School within the Iskandar Malaysia EduCity zone, whereby the state-of-the-art International School was completed in 2017 and the University campus is in the progress of construction.
Drawing on the resources available from the practice groups within the firm, Lew emphasised and focuses on developing solutions for the clients in the most efficient manner.
Sabreena Abdul Raman
Banking & Conveyancing, Corporate Finance, Corporate Commercial, Real Estate Investment Trust
Academic & Professional Qualifications
LL.B. (Hons), University of the West of England, Bristol, United Kingdom
Barrister-at-Law, The Honourable Society of Lincoln’s Inn
Advocate & Solicitor of the High Court in Malaya
Branch Office (Ara Damansara, Selangor)
Tel: +603 7859 9229
Fax: +603 7734 5777
Azharuddin Ahmad Jais
Azharuddin Ahmad Jais is currently a partner spearheading ARSA’s Corporate and Commercial Department at the Kuala Lumpur office. His current portfolio and advisory experience includes general corporate commercial, personal data protection (PDP), telecommunications, intellectual property (IP) and information technology (IT) related fields
Previous work portfolio included matters such as due diligence and documentation works for flotation / initial public offerings of domestic companies on the Bursa Malaysia, internet banking risk management, information security including digital evidence, drafting of strategic IP management and commercialisation manuals for a renowned multinational corporation
Azharuddin’s primary works currently comprise of telecommunication contracts both domestic and international. He is also a registered trade mark agent in Malaysia
ILLUSTRATIVE PROFESSIONAL EXPERIENCE
- Acted as due diligence advisor and solicitor for AMInvestment Bank Berhad (then AM Merchant Bank Berhad) for the IPO and flotation of United Kotak Berhad to the Second Board of Bursa Malaysia
- Acted as due diligence advisor and solicitor for AMInvestment Bank Berhad (then AM Merchant Bank Berhad) for the IPO and flotation of Bee Lian Plastics Industries Berhad to the Second Board of Bursa Malaysia
- Acted as due diligence advisor and solicitor for AMInvestment Bank Berhad (then AM Merchant Bank Berhad) for the IPO and flotation of Zenxin Agriculture Sdn Bhd to the Second Board of Bursa Malaysia
- Acted as advisor and solicitor for the Forest Research Institute of Malaysia (FRIM) with a local company for the drafting, revising and finalization of the collaboration agreement between the parties for the upscaling of Tongkat Ali hairy root culture using bioreactor technology for the production of bioreactive compounds
- Acted as advisor and solicitor for Kumpulan Ladang-Ladang Trengganu Sdn. Bhd. (KLLT) in reviewing, revising and finalizing (1) a composting service agreement between KLLT and an operator to operate and manage KLLT’s second bio-organic fertilizer plant, and (2) a bulk enrichment material supply agreement with a supplier for the supply and delivery of bio-organic enrichment material at KLLT’s second bio-organic fertilizer plant
- Acted in an advisory capacity in 2002 for the review, drafting and revising the standard operating procedures for computer forensics and evidence gathering activities (including search and seizure) for NISER (currently known as Cybersecurity Malaysia)
- Acted as advisor and solicitor for Telekom Malaysia Berhad (TM) in 2012 for the review, revision and finalization of the (1) Construction and Maintenance Agreement between Cable & Wireless Global Network Limited, Dialog Axiata Plc., Emirates Telecommunications Corporation, Infotel Telecom Limited, Oman Telecommunications Company S.A.O.G and TM, and (2) the Supply Contract/General Terms and Conditions between the parties/owners/consortium members with Alcatel-Lucent Submarine Networks as the selected contractor, for the construction of the Bay of Bengal Gateway (BBG) submarine cable system
- Acted as solicitor to Telekomunikasi Indonesia International (M) Sdn Bhd (Telin Malaysia) in 2014 in assisting capacity with another local law firm for the review and advisory services relating to the Mobile Virtual Network Operator (MVNO) Agreement
- Acted as advisor and solicitor for TM in 2014-2015 for the review, revision and finalization of the (1) Construction and Maintenance Agreement between TM, Telcotech Company Limited and Symphony Communication Public Company Limited, and (2) the Supply Contract/General Terms and Conditions between the parties/owners/consortium members with Huawei Marine Networks Co. Limited as the selected contractor, for the construction of the Malaysia-Cambodia-Thailand (MCT) submarine cable system
- Acted as advisor and solicitor for TM in 2015 for the review, revision and finalization of the (1) Construction and Maintenance Agreement between TM and TT Dotcom Sdn Bhd, and (2) the Supply Contract/General Terms and Conditions between the parties/owners/consortium members with NEC Corporation as the selected contractor, for the construction of the Sistem Kabel Rakyat 1 Malaysia (SKR1M) submarine cable system
- Acted as advisor and solicitor for TM in 2015 for the review, revision and finalization of the back-to-back capacity purchase/indefeasible right of use arrangement between TM and Gibtelecom Limited in relation to the SEA-ME-WE 4 and the Europe India Gateway (EIG) submarine cable systems
PERSONAL DATA PROTECTION
- One of team members in conducting personal data protection impact assessment and compliance work for a leading private hospital, travel agencies and a locally based foreign university
- Azharuddin Ahmad Jais, “Radio Frequency Identification (RFID) Technology A Threat To Privacy And Personal Data Protection?” in the Malayan Law Journal,  1 MLJ Lxi;  1 MLJA 61
- Azharuddin Ahmad Jais, “Data Protection Toolkit: Legal and Risk Management Methodologies” in Abdul Raman Saad (Ed.) Personal Data & Privacy Protection, LexisNexis Malayan Law Journal (2005)
- Indemnity – The Way To Achieve A Win-Win Situation
- Role of Due Diligence In IPO For Creating Value And Enhancing Investors’ Confidence
- Securities Issues In Multi-Jurisdictional Lending In Relation To Malaysia (IPBA paper)
- Legal Considerations For Debt Versus Equity Financing In Malaysia
- Exposures And Risks Of Directors And Protection Against Criminal And Civil Liabilities
- E-Contracts: Are They Legally Binding?
- Exercising Computer Forensics in Enforcing The Cyberlaws in Malaysia
- Privacy and Personal Data Protection Act in Malaysia
- Computer Security Law and Digital Evidence : The Practical Aspects
- Securing Our Digital City (Legal and Governance)
- The Importance Of Due Diligence In Malaysia From The Perspective Of Securities Regulations Of Malaysia
Puan Emeilda binti Jamalludin read law at Ahmad Ibrahim Kulliyyah of Laws of International Islamic University Malaysia (IIUM) and in 2005 she graduated with LLB (Hons). In December 2005, she read in the chambers of Tuan Haji Mahdi bin Baharom at Messrs Abdul Raman Saad & Associates Melaka (ARSA Melaka) and was admitted as an Advocate and Solicitors of the High Court of Malaya in 2007. She continued her legal practice as an Associate in ARSA Melaka, later promoted to Senior Associate in 2013 and was made a partner in the year 2015.
Whilst practicing, Emeilda furthered her studies and read her masters in Islamic Banking and Finance at her alma matter, IIUM Harun Hashim, Law Centre. In January 2015, she completed her masters and was accredited an LLM (Islamic Banking and Finance).
In her earlier years of practice, Emeilda handled matters focusing mainly on retail banking and conveyancing. She progressively gained more exposure in corporate matters, in particular corporate banking documentation and several State Agency matters where she was involved in advising several financial institutions in relation to contract financing of government projects like construction of public schools, police headquarters and public roads. She has also advised on contract financing of vendors who have been awarded contracts by Petronas Group of Companies, ExxonMobil, Perodua, Proton and similarly, on financing of business premises.
Based on the above, Emeilda’s experience includes drafting various types of banking documentations (both for conventional and Islamic) for private corporations including SME companies, state agencies and public authorities. Amongst the types of documentations that she has drafted for conventional banking include term loans, bridging loans, trade line facilities, revolving working capital, bank guarantees, overdraft facilities, restructuring and others. Meanwhile for Islamic banking documents, she has drafted banking documentations for various Shariah concepts such as Murabahah, Ijarah, Tawarruq, Istisna’, Bai’ Bithaman Ajil, Musyarakah and others.
Alongside her main focus area of practice, she has also advised corporate clients on various corporate commercial transactions and had exposure handling these corporate transactions.
Shamsul Akmal Isa
Encik Shamsul Akmal Bin Isa graduated with Bachelor of Laws (Hons) from the International Islamic University in 1997.
He was called to the Malaysian Bar as an Advocate and Solicitor of the High Court of Malaya in May 1998 and joined Abdul Raman Saad & Associates (ARSA) as an Associate on 18 April 2005.
He is experienced in a variety of litigation matters particularly in civil and banking litigation. He has also an exposure handling the bank-related work including drafting and vetting on security documents for housing and corporate loans or financing as well as retail and corporate banking both conventional and Islamic.
He is also experienced in handling issues pertaining to the Islamic Banking transactions. He has undertaken assignments in relation to the banking facilities (both conveyancing and litigation matter) incorporating the Syariah principles, namely, Al-Bai Bithaman Ajil (BBA), Al-Murabahah Working Capital Financing (MWCF), Al-Istisna, Bai’ Al-Inah, Al-Kafalah and Al Ijarah.
Shamsul Akmal Isa was appointed as a Partner of ARSA with effect from 1st June 2015 and is currently attached with the Litigation Department of ARSA Lawyers Melaka and a member of ARSA Litigation Practice Group (LPG) and handles civil and commercial litigation involving banking matters both conventional and Islamic (both retail and commercial), commercial contracts, tenancy dispute, hire purchase, letters of administration, land acquisition, bankruptcy, company insolvency and other general litigation.
He has well experience in handling the highly contested matters whereby he has advised and represented Perbadanan Kemajuan Negeri Melaka (PKNM), Petronas Dagangan Berhad, Universiti Teknikal Malaysia Melaka (UTeM), Yayasan Melaka, Perbadanan Kemajuan Tanah Adat Melaka (PERTAM) and other corporations. He also has experience handling the case before the Arbitrator (arbitration matter) at Kuala Lumpur Regional Centre of Arbitration.
Nasyitah Ruzanna Abdul Raman
Puan Nasyitah Ruzanna Abdul Raman graduated with a Bachelor of Laws from Cardiff University in 2008. She was admitted as a Barrister of the Honourable Society of Lincoln’s Inn, having been called to the Bar of England and Wales in July 2010.
Nasyitah underwent pupillage at Messrs Skrine in the chambers of Ms. Selvamalar Alagaratnam and her mentor, Mr. Khoo Guan Huat. Throughout her pupillage period, she was exposed to various areas of the law, mainly Employment, Immigration and Intellectual Property. She was admitted to the Malaysian Bar as an Advocate & Solicitor of the High Court of Malaya in October 2011.
Nasyitah is currently our Partner at ARSA (Abdul Raman Saad & Associates) with the Litigation Practice Group. Her main areas of practice are Banking, Corporate and Commercial dispute resolution with an emphasis on Banking & Finance Litigation where she has acted and advised various financial institutions in matters involving recovery (Conventional & Islamic), insolvency (bankruptcy, liquidation and receivership) and land disputes. She has also acted and assisted in various Corporate and Commercial disputes ranging from winding-up, negligence, shareholder disputes and sale of goods and has experience in construction, engineering and conventional wills, probate and estate matters.
Nurul 'Akhmar Mohd Shafiee
Nurul ‘Akhmar graduated from University Malaya with LLB (Hons) in 2002 and her principal area of practice is real properties and corporate commercial.
She has extensive experience in various real properties and commercial transactions involving private, public listed companies (local and foreign) including multinational oil and gas companies, government linked companies, statutory bodies, local authorities as well as the State Government. Her advises in respect of real properties involves advising parties in various types land transactions including but not limited to lease, disposal and acquisition of landed properties in Malaysia particularly Johor (includes Medini, Iskandar Malaysia) in respect of various regulatory compliances and state guidelines from straight acquisition to various types of land subdivision, conversion procedures and surrender and re-alienation of land applications. In respect of commercial transactions, she has advises companies and government bodies in their various types of commercial transactions such as sale and purchase of businesses, private merger and acquisitions, sale and purchase and subscription of various types of shares, joint ventures, shareholders agreement and development agreement.
Nurul ‘Akhmar has experience in various corporate and commercial financing, for both Islamic and Conventional financing, for both financial institutions and borrowing companies.
Nurul ‘Akhmar Mohd Shafiee, is a partner with Corporate Commercial Department of ARSA Johor Bahru.