Partner Profiles

Tengku Azrina Binti Raja Abdul Aziz

Background

Azrina graduated from the University of Oxford with a Bachelor of Arts in Jurisprudence and was later conferred a Master of Arts by the same institution. She was called to the Bar of England & Wales in 1997 and was admitted as an Advocate & Solicitor of the High Court of Malaya in 1998 after completing her pupillage with Messrs Zain & Co. in Kuala Lumpur.

She briefly worked in-house at Tenaga Nasional Berhad before joining Messrs Wong & Partners, the correspondent law firm of Baker & McKenzie, an international law firm, in Kuala Lumpur. Upon her move to Johor Bahru, she joined Messrs Zaid Ibrahim & Co. in the Corporate & Commercial and Banking & Finance Practice Groups. She co-founded Messrs Lee & Tengku Azrina on 1 April 2005.

Experience

Across 28 years of practice, Azrina specialises in Banking & Finance, Real Estate Development Projects, Corporate & Commercial law, Foreign Direct Investment, and Corporate Finance. She regularly deals with, and maintains a good rapport with the local authorities.

In banking and finance, she has represented and advised many local and foreign financial institutions on complex syndicated financing and club deals, Islamic financing, project financing, working capital products, and debt restructuring. She also regularly assists financial institutions in the structuring of securities and advises on the implications of such structures.

She was instrumental in structuring the lease documentation framework for the development of the Medini and Iskandar Malaysia townships in Iskandar Puteri, Johor, and continues to advise the master developer of the Medini and Iskandar Malaysia townships on legal structures and land registration processes. Azrina also leads her teams in advising Johor state industrial land developers in the sale of high-end industrial land and land leases.

In corporate and commercial work, she has extensive experience advising local and foreign clients on commercial contracts, joint ventures, M&A, shareholders’ agreements, franchise, and corporate governance. Her experience includes advising multinational companies with local operations on foreign direct investment, acquisition of assets and shares, general commercial law, securities law, the regulated insurance industry, customs issues, immigration, and exchange controls. She has guided multinational companies in the setting up of business in Malaysia.

Her corporate finance experience includes preparing due diligence reports, legal opinions, and drafting the relevant sections of the prospectuses of foreign companies vying for listing overseas. She has advised on local listing exercises, rights and bonus issues, and employee share option schemes (ESOS), and is well versed in the Bursa Malaysia listing requirements.

Azrina’s practice combines problem-solving and negotiation with commercially attuned legal analysis, with a focus on delivering strategic solutions that manage risk. Her approach to practical solutions, combined with a fast turnaround time, informs her work on major and complex transactions.

Directorships & Memberships

  • Independent Non-Executive Chairperson, AME Elite Consortium Berhad (Main Market, Bursa Malaysia Securities Berhad)

Notable Work Highlights

  • Acted for a local financial institution in relation to the Islamic financing of RM250 million, where the security offered included leases over parcels of land.
  • Advised an Islamic financial institution in relation to the grant of a revolving credit facility of RM179 million and Islamic foreign exchange of RM257 million to a reputable local developer for the purchase of master parcels of development land, financing of infrastructure works, and working capital.
  • Acted for a local bank in relation to the grant of loans in the aggregate sum of RM179 million for infrastructure and earthworks and construction cost for a residential and commercial development in Johor Bahru, and a forward exchange contract of approximately RM43 million to a public-listed local developer.
  • Acted for a financial institution in relation to the grant of banking facilities of RM200 million to an international hotel operator for the construction and development of a hotel and villa resort in Johor.
  • Prepared security documentation in relation to receivables purchase with recourse facility and vendor payable programme in the sum of RM200 million.
  • Attended to the preparation of security documentation for bridging loans to a reputable local developer of RM112 million and RM86.5 million, respectively.
  • Acted for several licensed financial institutions in the grant of syndicated financing of RM142 million to a local company owned by a foreign interest to support its working capital.
  • Advised a local financial institution on the preparation of security documents for the grant of term loan facilities to finance industrial land, the construction of workers' accommodation, and working capital for a project in the State of Selangor in the aggregate amount of RM136.5 million.
  • Acted for an Islamic financial institution in the grant of revolving credit financing for preliminary earthworks, infrastructure, and land development of RM120 million.
  • Advised a local bank in respect of the financing of master commercial land parcels, infrastructure and construction works, and working capital of approximately RM116 million.
  • Acted for a financial institution on project financing of up to RM115 million to an award-winning residential and commercial developer in Johor.
  • Acted for a financial institution in relation to the grant of banking facilities of approximately RM110 million to a Chinese investor setting up business in Johor for the purchase of industrial leases, the construction of a factory and research facilities, the purchase of machinery, and for working capital.
  • Advised a local bank in respect of the grant of development financing for an industrial project in the State of Pulau Pinang of RM103 million.
  • Advised a local financial institution in respect of the refinancing of banking facilities of approximately RM100 million granted to an international hotel group.
  • Acting for a local financial institution in the grant of bridging financing of over RM92 million to a reputable award winning developer.
  • Acted for a local bank for project financing of a factory in the State of Selangor in the amount of RM90 million.
  • Acted for a local bank with respect to the preparation of security documentation for loans to purchase industrial land, construction of a dormitory, tradeline and working capital, and a forward exchange contract in the aggregate amount of RM82.5 million.
  • Advised an Islamic financial institution in relation to the grant of commercial land financing, and infrastructure and construction cost of approximately RM65 million to a public-listed local developer.
  • Acted for financial institutions in a club deal with respect to the grant of a term loan facility of RM30 million to a public-listed developer for the purchase of development land.
  • Advised a local bank in relation to the documentation for a domestic recourse factoring facility of RM25 million to a local company.
  • Reviewed a Mortgage of Shares document in respect of the charge of private limited company shares of a Malaysian-incorporated company as security for banking facilities granted to a company in the United Kingdom, where the governing law of the Mortgage of Shares document is English law.
  • Provided legal advice to conventional and Islamic financial institutions in relation to various queries, including prohibition on financial assistance, loans to persons connected to the directors of the company, risk assessment, and enforceability of security documentation and structures.
  • Advised financial institutions on financial and exchange control regulations, including regulatory reporting obligations, the approval process, and compliance risks under the Bank Negara Malaysia framework, and coordinated with foreign legal counsels and foreign financial institutions with respect to the review and issuance of legal opinions on the validity and enforceability of security documents, including guarantees to be provided by foreign entities. Also prepared security documentation in relation to applications by companies for conversion of land use, surrender and re-alienation, and amalgamation or subdivision of parcels of land charged to financial institutions.
  • Acting for a subsidiary of a state government body in the disposal of large pieces of land in Sedenak, Johor to be used as data centres to a foreign-owned company for an aggregate consideration of over RM550 million.
  • Acting for a local company in its purchase of a prime shopping and office complex in Johor Bahru for over RM280 million.
  • Acting for a state statutory body in its sale of a large piece of industrial land in Tanjung Langsat for manufacturing activities to a China-based company for a consideration of over RM148 million.
  • Acted for a state statutory body in a Development Rights Agreement to grant a developer (a subsidiary of a public-listed company) the right to develop a large piece of land in Batu Pahat District for a consideration of RM110 million.
  • Advised a state statutory body in its disposal of a piece of land in Tanjung Langsat for industrial use to a China-based company for RM110 million.
  • Represented a state statutory body in the disposal of a large piece of land in Sedenak, to be used as a data centre, to a subsidiary of a Hong Kong-listed company for a consideration of RM156 million.
  • Acted for a vendor in the disposal of a large piece of land in Sedenak, to be used as a data centre, to a China-based company for a consideration of RM109 million.
  • Acted for a government-linked corporation in its disposal of leases over plots of land in Medini, Iskandar Malaysia, for considerations of approximately RM45 million, RM35 million, RM31 million, and RM27 million to foreign-owned companies and local companies, in separate transactions.
  • Represented a state statutory body in the disposal of two pieces of land in Sedenak, to be used as data centres, to two China-based companies for considerations of RM25 million and RM10 million, respectively.
  • Representing a subsidiary of a globally recognised American consumer and commercial products conglomerate in the RM40 million divestment of an industrial asset comprising land and manufacturing facilities within the Bayan Lepas Free Industrial Zone, Penang to a manufacturing company.
  • Acted for a foreign-based company as a tenant in its tenancy of a warehouse in Port of Tanjung Pelepas for a total consideration of RM8 million over three years.
  • Advising a government-linked company on a Share Sale Agreement involving non-cash consideration whereby the counterparty is a foreign-owned conglomerate.
  • Acted for individual vendors in the sale of 100% shares in a local beverage company to a multinational company.
  • Prepared a debenture and other security instruments, a due diligence report, and the Share Acquisition Agreement in relation to the restructuring of a Singapore public-listed company, which involved the acquisition of shares of a Malaysian entity.
  • Acting for a Singapore entity in a Joint Venture Agreement to undertake the development and management of various parcels of land owned by government-linked entities, with the objective of strengthening, expanding, and accelerating the growth of the economy of the State of Johor through high-impact joint initiatives, shared expertise, and long-term value creation.
  • Drafted and advised on a Joint Venture Agreement in relation to shares held by a Malaysian entity in a Turkish company.
  • Advised a local franchisor on compliance and licensing requirements and drafted the Franchise Agreement and other relevant contracts and documentation for submission to the relevant ministry for approval. Tasked with preparing franchise agreements with local franchisees and advised on master franchise and sub-franchise structures and contracts for overseas franchised businesses.
  • Acted on a retainer basis for multinational companies, public-listed companies, and local corporations on the review of commercial documents, manufacturing agreements, service contracts, supply agreements, and confidentiality and non-disclosure agreements.
  • Acted as due diligence solicitors in respect of various corporate exercises involving Circulars to Shareholders on employee share option schemes (ESOS), rights issues, bonus issues, and disposals or acquisitions of assets or businesses.
  • Acted as Malaysian legal counsel in the due diligence exercise on a local logistics entity of a Singapore holding company in relation to the proposed initial public offering and listing on the Singapore Exchange Securities Trading Limited (SGX-ST).
  • Acted as Malaysian legal counsel in the issuance of legal opinions, due diligence reports, and drafted Malaysian content prospectuses of companies for listing on the Singapore Exchange (SGX).
  • Acted for a local financial institution in relation to the Islamic financing of RM250 million, where the security offered included leases over parcels of land.
  • Advised an Islamic financial institution in relation to the grant of a revolving credit facility of RM179 million and Islamic foreign exchange of RM257 million to a reputable local developer for the purchase of master parcels of development land, financing of infrastructure works, and working capital.
  • Acted for a local bank in relation to the grant of loans in the aggregate sum of RM179 million for infrastructure and earthworks and construction cost for a residential and commercial development in Johor Bahru, and a forward exchange contract of approximately RM43 million to a public-listed local developer.
  • Acted for a financial institution in relation to the grant of banking facilities of RM200 million to an international hotel operator for the construction and development of a hotel and villa resort in Johor.
  • Prepared security documentation in relation to receivables purchase with recourse facility and vendor payable programme in the sum of RM200 million.
  • Attended to the preparation of security documentation for bridging loans to a reputable local developer of RM112 million and RM86.5 million, respectively.
  • Acted for several licensed financial institutions in the grant of syndicated financing of RM142 million to a local company owned by a foreign interest to support its working capital.
  • Advised a local financial institution on the preparation of security documents for the grant of term loan facilities to finance industrial land, the construction of workers' accommodation, and working capital for a project in the State of Selangor in the aggregate amount of RM136.5 million.
  • Acted for an Islamic financial institution in the grant of revolving credit financing for preliminary earthworks, infrastructure, and land development of RM120 million.
  • Advised a local bank in respect of the financing of master commercial land parcels, infrastructure and construction works, and working capital of approximately RM116 million.
  • Acted for a financial institution on project financing of up to RM115 million to an award-winning residential and commercial developer in Johor.
  • Acted for a financial institution in relation to the grant of banking facilities of approximately RM110 million to a Chinese investor setting up business in Johor for the purchase of industrial leases, the construction of a factory and research facilities, the purchase of machinery, and for working capital.
  • Advised a local bank in respect of the grant of development financing for an industrial project in the State of Pulau Pinang of RM103 million.
  • Advised a local financial institution in respect of the refinancing of banking facilities of approximately RM100 million granted to an international hotel group.
  • Acting for a local financial institution in the grant of bridging financing of over RM92 million to a reputable award winning developer.
  • Acted for a local bank for project financing of a factory in the State of Selangor in the amount of RM90 million.
  • Acted for a local bank with respect to the preparation of security documentation for loans to purchase industrial land, construction of a dormitory, tradeline and working capital, and a forward exchange contract in the aggregate amount of RM82.5 million.
  • Advised an Islamic financial institution in relation to the grant of commercial land financing, and infrastructure and construction cost of approximately RM65 million to a public-listed local developer.
  • Acted for financial institutions in a club deal with respect to the grant of a term loan facility of RM30 million to a public-listed developer for the purchase of development land.
  • Advised a local bank in relation to the documentation for a domestic recourse factoring facility of RM25 million to a local company.
  • Reviewed a Mortgage of Shares document in respect of the charge of private limited company shares of a Malaysian-incorporated company as security for banking facilities granted to a company in the United Kingdom, where the governing law of the Mortgage of Shares document is English law.
  • Provided legal advice to conventional and Islamic financial institutions in relation to various queries, including prohibition on financial assistance, loans to persons connected to the directors of the company, risk assessment, and enforceability of security documentation and structures.
  • Advised financial institutions on financial and exchange control regulations, including regulatory reporting obligations, the approval process, and compliance risks under the Bank Negara Malaysia framework, and coordinated with foreign legal counsels and foreign financial institutions with respect to the review and issuance of legal opinions on the validity and enforceability of security documents, including guarantees to be provided by foreign entities. Also prepared security documentation in relation to applications by companies for conversion of land use, surrender and re-alienation, and amalgamation or subdivision of parcels of land charged to financial institutions.
  • Acting for a subsidiary of a state government body in the disposal of large pieces of land in Sedenak, Johor to be used as data centres to a foreign-owned company for an aggregate consideration of over RM550 million.
  • Acting for a local company in its purchase of a prime shopping and office complex in Johor Bahru for over RM280 million.
  • Acting for a state statutory body in its sale of a large piece of industrial land in Tanjung Langsat for manufacturing activities to a China-based company for a consideration of over RM148 million.
  • Acted for a state statutory body in a Development Rights Agreement to grant a developer (a subsidiary of a public-listed company) the right to develop a large piece of land in Batu Pahat District for a consideration of RM110 million.
  • Advised a state statutory body in its disposal of a piece of land in Tanjung Langsat for industrial use to a China-based company for RM110 million.
  • Represented a state statutory body in the disposal of a large piece of land in Sedenak, to be used as a data centre, to a subsidiary of a Hong Kong-listed company for a consideration of RM156 million.
  • Acted for a vendor in the disposal of a large piece of land in Sedenak, to be used as a data centre, to a China-based company for a consideration of RM109 million.
  • Acted for a government-linked corporation in its disposal of leases over plots of land in Medini, Iskandar Malaysia, for considerations of approximately RM45 million, RM35 million, RM31 million, and RM27 million to foreign-owned companies and local companies, in separate transactions.
  • Represented a state statutory body in the disposal of two pieces of land in Sedenak, to be used as data centres, to two China-based companies for considerations of RM25 million and RM10 million, respectively.
  • Representing a subsidiary of a globally recognised American consumer and commercial products conglomerate in the RM40 million divestment of an industrial asset comprising land and manufacturing facilities within the Bayan Lepas Free Industrial Zone, Penang to a manufacturing company.
  • Acted for a foreign-based company as a tenant in its tenancy of a warehouse in Port of Tanjung Pelepas for a total consideration of RM8 million over three years.
  • Advising a government-linked company on a Share Sale Agreement involving non-cash consideration whereby the counterparty is a foreign-owned conglomerate.
  • Acted for individual vendors in the sale of 100% shares in a local beverage company to a multinational company.
  • Prepared a debenture and other security instruments, a due diligence report, and the Share Acquisition Agreement in relation to the restructuring of a Singapore public-listed company, which involved the acquisition of shares of a Malaysian entity.
  • Acting for a Singapore entity in a Joint Venture Agreement to undertake the development and management of various parcels of land owned by government-linked entities, with the objective of strengthening, expanding, and accelerating the growth of the economy of the State of Johor through high-impact joint initiatives, shared expertise, and long-term value creation.
  • Drafted and advised on a Joint Venture Agreement in relation to shares held by a Malaysian entity in a Turkish company.
  • Advised a local franchisor on compliance and licensing requirements and drafted the Franchise Agreement and other relevant contracts and documentation for submission to the relevant ministry for approval. Tasked with preparing franchise agreements with local franchisees and advised on master franchise and sub-franchise structures and contracts for overseas franchised businesses.
  • Acted on a retainer basis for multinational companies, public-listed companies, and local corporations on the review of commercial documents, manufacturing agreements, service contracts, supply agreements, and confidentiality and non-disclosure agreements.
  • Acted as due diligence solicitors in respect of various corporate exercises involving Circulars to Shareholders on employee share option schemes (ESOS), rights issues, bonus issues, and disposals or acquisitions of assets or businesses.
  • Acted as Malaysian legal counsel in the due diligence exercise on a local logistics entity of a Singapore holding company in relation to the proposed initial public offering and listing on the Singapore Exchange Securities Trading Limited (SGX-ST).
  • Acted as Malaysian legal counsel in the issuance of legal opinions, due diligence reports, and drafted Malaysian content prospectuses of companies for listing on the Singapore Exchange (SGX).

Admission & Education

  • Barrister-at-law, Lincoln's Inn (1997)
  • Advocate & Solicitor, High Court of Malaya (1998)
  • University of Oxford (B.A. Jurisprudence; M.A.)