Finance Monthly Deal Maker Awards 2016 Edition

FINANCE MONTHLY DEAL MAKER AWARDS 2016 www.finance-monthly.com 56 Historic first listing on the Yangon Stock Exchange Chosen for his involvement in the following transaction: JAMIE A. BENSON Director, Duane Morris & Selvam LLP WINNER: Duane Morris & Selvam LLP is the joint law venture between Duane Morris LLP and Selvam LLC, with its headquarters in Singapore. With more than 750 legal professionals in 28 offices across Asia, the United States, Middle East regions and Europe, the firm helps companies conduct business in and out of Asia, the United States, Latin America, the United Kingdom and beyond. In addition to the excellent skills of its lawyers, clients benefit from the cultural fluency and key relationships that the firm has developed over many years of practising law throughout the region. DuaneMorris & Selvam’s service offerings in capital markets include public offerings on the Singapore Stock Exchange , the London Stock Exchange, AIM, NASDAQ, NYSE and YSX and all associated compliance and regulatory issues. ABOUT JAMIE A. BENSON Jamie A. Benson has more than 20 years’ experience practicing as a corporate lawyer. He is currently based in Singapore, having previously worked in New York, Sydney and London. Jamie is the head of Duane Morris & Selvam’s U.S. securities law practice, India practice desk and Myanmar capital markets practice. Jamie’s experience includes advising on: equity and debt offerings; mergers and acquisitions of both U.S. and non-U.S. public companies; SEC reporting obligations; compliance with U.S. broker-dealer laws; general corporate law matters; commercial law matters, including sports law matters; and FCPA matters. Jamie was recognized as a Leading Lawyer for Financial and Corporate law by IFLR1000 2016 and 2017 and listed in The Legal 500 Asia Pacific 2017 as a Recommended Lawyer for Capital Markets – Local Firms in Singapore and Corporate and M&A in Myanmar. FIRM PROFILE CONTACT Jamie A. Benson Director, Duane Morris & Selvam LLP Tel: +65 6311 3660 Email: jbenson@duanemorrisselvam.com Web: www.duanemorrisselvam.com Please summarise the transaction Jamie represented First Myanmar Investment Co., Ltd. (“FMI”) on the historic listing of its shares on the newly established Yangon Stock Exchange (“YSX”) in March 2016, which was the first listing on the YSX. What was your role within the transaction? Our role included drafting the disclosure document for the listing and conducting due diligence in connection therewith, assisting FMI to reply to the YSX’s comments on the drafts of the disclosure document for listing, drafting FMI’s revised articles of association to ensure that they comply with the YSX’s listing rules; and advising on the setting up of the nomination, audit and remuneration committees of FMI’s board of directors. What were the challenges or difficulties presented? FMI was the first company to list on the YSX, so there were no precedents to use. In addition, FMI has interests in a bank, an airline, a hospital business and property development companies, so we had to draft four different subsections for the risk factors, industry, business and MD&A sections of the disclosure documents for listing. It was almost as much work as drafting four different disclosure documents for listing. It took 16 months to close this deal, which required constant updating of due diligence and the disclosure document for listing. We started work in November 2014 and FMI was ready to list in August 2015 but the YSX was not open then. Although the YSX was officially opened in December 2015, the brokers’ licenses were not awarded until then, so the YSX had to wait until the brokers had set up their operations before trading could begin. This took until March 2016. What are your thoughts and predictions for 2016 and beyond? To date, all three companies that have listed on the YSX have not sold any shares in connection with their listings. I think this was primarily due to the fact that as of now, only Myanmar citizens and Myanmar companies are able to purchase shares in a Myanmar company, which means that there is currently less demand for shares than there otherwise would be. Foreign investors will not be allowed to purchase shares in a Myanmar company until after the new Myanmar Companies Law has been promulgated. Under the current draft of the new Myanmar Companies Law, foreigners will be able to own up to the prescribed ownership amount of the issued shares of a Myanmar company, which is expected to vary from industry to industry. It is likely for the new law to be passed sometime in 2017 and once it is passed, I expect many more companies will list on the YSX at the same time undertaking a public offering of their shares. TRANSACTION REPORT Q Q Q Q