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Tiv Sophonnora

Deputy Managing Partner

Practice Area:

Banking & Finance
Business Law
Capital Markets
Merger & Acquisitions
Joint Ventures
Foreign Investment
Corporate and Commercial
Regulatory Compliance
Technology, Media & Telecoms

LLM (Business Comparative Law), University of Lumiere Lyon II, France
LLB, Royal University of Law and Economics, Cambodia

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

Tiv Sophonnora (Nora) obtained his Master’s 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.

Prior to joining us, Nora has been trained in various law firms, both in Cambodia and France. Nora has been with R&T Sok & Heng for more than ten years. His areas of practice include capital markets, banking and finance, mergers and acquisitions, commercial contracts, real estate & construction, insurance, technology, media & telecommunications, and gaming, entertainment & hospitality.

Nora has been consecutively recognised and ranked by reputable legal publications such as Chambers & Partners, IFLR1000, AsiaLaw and Legal500, and has been consistently praised by clients for his responsiveness and his international experience.

Nora is licensed to practice law in Cambodia by the Bar Association of the Kingdom of Cambodia. He is also licensed by the Securities and Exchange Regulator of Cambodia as an approved person to provide legal services related to securities in Cambodia. He is also recognised by the Trust Regulator of Cambodia as an approved person to practice in the trust sector. 

Experience

Capital Markets

  •  Assisting and advising one of the largest and most diversified conglomerates in Sri Lanka from Cambodian law perspective in relation to its proposed initial public offering in the Stock Exchange of Thailand.
  • Acting for and assisting, Mengly J. Quach Education Plc, one of Cambodia’s leading private education service providers on its proposed IPO on the Main Board of Cambodia Securities Exchange.
  • Advising and assisting one of Cambodia’s leading non-bank financial services companies in its preparation for IPO in the Main Board of Cambodia Securities Exchange.
  • Acting for and advising one of Cambodia’s leading microfinance institutions in its proposed issuance of corporate bonds in Cambodia.
  • Assisted and advised ADB (Asian Development Bank) and supported the SERC (Securities and Exchange Regulator of Cambodia) with the development of Cambodia’s capital market by promoting the use of new financial products and with the drafting and revision of applicable laws and regulations.
  • Assisted and advised JS Land Plc, a renowned and the first publicly listed property developer, in relation to its proposed initial public offering and listing of equities on the Growth Board of the Cambodia Securities Exchange.
  • Assisted and advised Cambodia Post Bank Plc with the review of its corporate guarantee and bond subscription agreement to finalize its US$10 million purchase of guaranteed bond of Cambodia Airport Investment Co Ltd.
  • Assisted and advised various institution investors in proposed bonds issuance in Cambodia.
  • Acted for and advised a Singapore headquartered renowned manufacturer of green precast concrete wall panel in its proposed IPO on the Main Board of Hong Kong Stock Exchange.
  • Acted for and advised a PRC headquartered company engaging in the business of production and sales of concreate and certain petrochemical products in relation to its proposed group reorganization and listing on the Main Board of Hong Kong Stock Exchange.
  • Acted for and advised ABA Bank Plc, a leading commercial bank in Cambodia, in relation to its corporate bond issuance raising approx. US$21 million.
  • Assisted and advised 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 InNatureBerhad, The Body Shop’s retailer, in relation to its proposed US$50 million 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$10 million.
  • Acted for and advised Phnom Penh SEZ Plc in relation to its listing on the Cambodia Securities Exchange via an IPO of US$8.2 million.
  • Acted for and advised Grand Twin International in relation to its approx. US$20 million 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$61 million 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.

Casino & Gaming 

  • Advised one of the leading companies in iGaming space on the proposed offering of live casino games in Cambodia.
  • Advised an international sports betting and gambling company listed on the London Stock Exchange in relation to eSports and fantasy sports.
  • Assisted and advised for an online gaming operator in relation to its proposed entry and structuring.
  • Acted and advised Unikrn in relation to e-gaming in Cambodia.
  • Advised and assisted on the review and consultation of the draft law on the management of commercial gaming of Cambodia.
  • Assisted and advised Donaco International Limited (publicly listed in Australian Stock Exchange) in relation to its US$360 million acquisition of a casino along Cambodian – Thai border.
  • 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.

Construction & Projects (Real Estate)

  • Advising and assisting a Vietnam-based real estate developer in relation to the setting up of its proposed mixed-use development project in Cambodia.
  • Acting for and advising a Singapore-based real estate developer in relation to the setting up and development of its proposed affordable housing project and healthcare facilities over 22-hectare of land, ranging from the setting up of joint venture, project financing, utilities procurement and sales to end-buyers.
  • Acted for and advised the Vattanac Properties Limited in relation to the preparation of legal documents including the sale and purchase agreements in relation to the Vattanac Ville Project.
  • Acted for and advised the Vattanac Properties Limited in relation to the preparation of legal documents including tenancy agreement for the Vattanac Capital Tower Project.
  • Assisted and advised a Hong Kong-based real estate developer in relation to its proposed partial acquisition of a 34-hectare high-end residential community project in the capital city of Phnom Penh.
  • Acted for and advised Infunde Development, a Singapore based investment and development firm, in relation to the setting up of its cold storage project in Cambodia. 
  • Acted for and advised Infunde Development, a Singapore based investment and development firm, in relation to its property acquisition for the first commercial mango processing facility for exportation in Cambodia.
  • Acted for and advised 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).
  • Acted for and advised a Cambodian wholly owned subsidiary of China Construction First Group in relation to its construction project in Cambodia.
  • Acted for and advised a Dubai-based luxurious and high-end real estate developer in relation to its multi-million flagship luxurious hotel and serviced apartment in the heart of Phnom Penh City.
  • 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$90 million 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$19.7 million 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.
  • Assisted in and advised 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.
  • Assisted 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 US$360 million acquisition of a Thai casino.
  • Acted for and advised Provident Capital in relation to the large-scale due diligence and acquisition of the BTS tower infrastructure from one of the mobile and telecommunication leaders in Cambodia. 
  • Conducted comprehensive legal due diligence on and advised 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.

Insurance & Reinsurance

  •  Acting for and advising Cambodian Reinsurance Company in relation to its proposed joint venture with Blue Venture Group Public Company Limited to launch insure-tech business in Cambodia.
  • Assisting and advising BIMA in relation to its business operation in Cambodia including legal advice and regulatory compliance and filings.
  • Advising various international insurance companies such as Zurich, Cigna, AXA, AIG, Aetna, and Dai-ichi in relation to Cambodian insurance law.
  • Assisted and advised Etiqa Insurance and Takaful in relation to its business expansion into Cambodia, the setting up of general and life insurance companies, and regulatory compliance.
  • Acted for and advised 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

General Corporate Commercial (Commercial Contracts)

  • 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.
  • Assisted and advised one of Cambodia’s leading conglomerates in relation to its proposed franchising of a leading Thai dessert café business.
  • Assisted and advised 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 cosmetic, 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. 
  • Advised the Embassy of the Republic of Singapore to Cambodia on its public procurement activities.
  • Advised 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.
  • Advised 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.
  • Acted 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.
  • Assisted 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.
  • Advised Cambodian largest conglomerate in the structuring of security interest to be offered to a Chinese multinational networking and telecommunication equipment and services company.
  • Assisted Malaysian’s largest financial services group in taking charges over shares of a Cambodian subsidiary of a Malaysian public listed company.
  • Acting for and advising Emerging Market Group Holding and its investment firm in relation to their business ventures in Cambodia and cross-borders transactions. 
  • Acted for and representing Maersk (Cambodia) and its partner in the negotiation with the General Department of Customs and Excise.
  • Assisted in and advised on the business set-up, exit strategies, legal compliance, and other general advice 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.
  • Assisted and advised 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.

Merger & Acquisitions 

  •  Assisting and advising a Taiwan-listed company (member of one of Taiwan’s largest conglomerates and overseas businesses in various industries) in the proposed acquisition of one of Cambodia’s leading financial leasing companies.
  • Acting for and assisting a listed company on the Cambodia Securities Exchange in relation to its proposed acquisition of substantial interest in a leading microfinance institution in Cambodia.
  • Acting for and assisting a leading microinsurance business in Cambodia in relation to its proposed disposal of strategic substantial interest to one of Cambodia’s leading mobile network operators.
  • 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 US$603.4 million.

Banking & Finance 

  • Assisted and advised Donaco International Limited from Cambodian law perspective in relation to its proposed amendment of US$31 million 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$4.2 million 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.

Telecommunications, Media & Technology

  • Regularly advising and assisting BigTech companies on Cambodian law and regulations in relation to their product launches, online platforms, licensing requirements, content requirements, e-signature and data protection.
  • Regularly advising and assisting various international clients in relation to consumer protection, telemarketing, privacy, data storage, data-protection, data retention, cybersecurity and e-signature.
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.
  • Approved person to practice in the trust sector in Cambodia.
Publications
  • 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.