- Weerawong, Chinnavat & Peangpanor advised
on the establishment and offering of the BTS Rail Mass Transit Growth Infrastructure Fund, the
largest IPO in Thailand to date
Weerawong, Chinnavat & Peangpanor
Ltd. (Weerawong C&P) represented Bangkok Mass Transit System Plc. (BTSC), the concessionaire
that operates the sky train system in Bangkok, and its parent company BTS Group Holdings Plc.
(BTSG), on the establishment and initial public offering (IPO) of the investment units of BTS Rail
Mass Transit Growth Infrastructure Fund (BTSGIF) in Thailand and internationally. With an offering
size of USD 2.1 billion (approximately THB 62.5 billion), BTSGIF is Thailand’s biggest IPO ever, and
is the third largest IPO globally in 2013. BTSGIF units commenced trading on the Stock Exchange of
Thailand on 19 April 2013.
The underlying assets transferred by BTSC
to BTSGIF are net farebox revenue for the remaining period of 17 years of the Concession Agreement
granted by the Bangkok Metropolitan Administration. BTSG has provided BTSGIF a support and guarantee
of the performance of BTSC and also subscribed for one-third of the
The offering received a strong response from local investors
in Thailand and institutional investors around the world. Despite the current economic malaise in
many global markets, BTSGIF had almost 56,900 subscription applications from General Subscribers
(retail investors), totaling approximately THB 16 billion, considered to be the highest number of
subscription applications in an equity IPO to retail investors in Thailand. BBL Asset Management is
the management company for BTSGIF, while Phatra Securities acted as the sole domestic book runner,
and Morgan Stanley & Co. International, and UBS AG (Hong Kong Branch) were joint international
The project, led by Peangpanor Boonklum, Partner,
involved practice expertise in capital markets, general corporate work, mergers and acquisitions,
and banking and finance. Key members of the project team included Associates: Kom Vachiravarakarn,
Karnpitcha Kongkiattiwong, Jongtip Tangsripairoje, Kongkoch Yongsavasdikul, Pratumporn
Somboonpoonpol, and Pariyapol Kamolsilp.
- Weerawong, Chinnavat & Peangpanor advised Erawan Hotel Growth Property Fund on IPO
Weerawong, Chinnavat & Peangpanor Ltd. (Weerawong C&P) represented The Erawan Group, The Siam Commercial Bank, and SCB Asset Management on the IPO and listing of investment units in Erawan Hotel Growth Property Fund (ERWPF) on the Stock Exchange of Thailand. The transaction closed on April 4, 2013 and was valued at US$63.2 million (approximately). The ERWPF invested on a freehold right basis in the Ibis Patong Hotel in Phuket, and the Ibis Pattaya Hotel in Chonburi,Thailand. Both hotels have guest capacity in excess of 250 rooms. The Siam Commercial Bank acted as underwriter for the transaction which consisted of an offering of 176 million investment units. SCB Asset Management acted as fund manager.
Kudun Sukhumananda, Partner, led the project team, which also included Associates; Samata Masagee, Mayuree Sapsutthiporn, Thitiporn Chaowasakoo, Real Estate Specialist, Chusak Suwanpuchai and legal Assistant Anusith Doungjai.
- Thailand, 8 March 2013 − Weerawong, Chinnavat & Peangpanor advised Berli Jucker on a strategic share acquisition in Vietnam
Weerawong, Chinnavat & Peangpanor Ltd. (Weerawong C&P) represented BJC International Company Limited (BJIHK), a 100% subsidiary of Berli Jucker Public Company Limited (BJC), on the acquisition of shares in a leading distribution, import/export company in Vietnam. The share acquisition enabled BJIHK to own the equivalent of a 65% interest in Thai An Vietnam Joint Stock Company (Thai An). The investment by BJIHK supports BJC’s strategy to expand its sales and distribution channels in Vietnam and neighboring countries in the lead-up to the AEC (ASEAN Economic Community) launch. Troy Schooneman, Partner, led the project team which also included Jeffrey Sok, Senior Associate. The transaction closed on March 8, 2013.
- Thailand, 28 December 2012 – Weerawong,
Chinnavat & Peangpanor advised Joseph Hsu and Gertjan Tomassen, the management of Bangkok Ranch,
on share acquisition
Weerawong, Chinnavat & Peangpanor Ltd. (Weerawong C&P) represented
Joseph Hsu and Gertjan Tomassen, the management of Bangkok Ranch, and a group of investors on share
acquisition in Bangkok Ranch, one of the world’s leading suppliers of premium quality duck meat
products. Weerawong C&P also advised on financing for the transaction from Bangkok Bank and The
Siam Commercial Bank. The transaction involved a management buyout (by a consortium of management
and a group of investors), and financing through a leveraged buyout, including, (i) structuring a
shareholders’ agreement among management and investors, (ii) advising on the financing and leveraged
buyout, and (iii) advising on the Share Purchase Agreement (SPA). The SPA mandated restructuring of
the seller’s group and spin-off of certain businesses. The transaction is valued at US$190 million
(approximately), and closed in December 2012.
Pakdee Paknara, Partner, led the project team
which also included Partner, Passawan Navanithikul, and Associates; Pathamakorn Buranasin,
Karnpitcha Kongkiattiwong, Samata Masagee, Wiriya Chinkarn, Pratumporn Somboonpoonpol, Wittaya
Kaewkungsadan, Jarirat Chevangkul, and Chusak Suwanpuchai, Real Estate Specialist.
- Thailand, 17 December 2012 – Weerawong, Chinnavat & Peangpanor advised PTT Exploration and Production on its share offering
Weerawong, Chinnavat & Peangpanor Ltd. (WC&P) advised PTT Exploration and Production Pcl. (PTTEP) on its share offering – the largest equity offering by a Thai company to date, which closed on December 17, 2012. The transaction included a public offering under Thailand’s Securities and Exchange Commission regulations, and an international offering under Rule 144A/Regulation S under the U.S. Securities Act. The deal is valued at US$3 billion (THB 92.3 billion), approximately.
The offering was made to PTTEP’s existing shareholders and institutional investors. Its parent company, PTT Plc. also subscribed to maintain its 65% shareholding. Finansa Securities Ltd., Phatra Securities Plc., TISCO Securities Co., Bank of America Merrill Lynch, Deutsche Bank, Goldman Sachs, JP Morgan and UBS acted as joint global coordinators and bookrunners.
Peangpanor Boonklum, Partner led the project team, along with Chatri Trakulmanenate, Partner. The team also included Associates, Patcharaporn Pootranon, Aimsarin Jirasatapananon, Sawita Peetawan, Poonsook Pornpathananagoon, and Wassamon Lohachitranond.
- Thailand, December 2012 – Weerawong, Chinnavat & Peangpanor advised Sahaviriya Steel Industries on its capital increase
Weerawong, Chinnavat & Peangpanor Ltd. (WC&P) advised Sahaviriya Steel Industries Pcl., Thailand’s first and largest manufacturer of hot-rolled steel sheet foils, on its capital increase by issuing up to 19 billion new shares to be allotted via private placement and rights offerings. The deal value is US$388 million (THB 11.66 billion), approximately, and is part of the company’s comprehensive financial structuring plan. Shareholders approved the transaction in October 2012, and the offering and closing were implemented from then through present.
Peangpanor Boonklum, Partner led the project team which included, Paradorn Leosakul, Counsel, Karnpitcha Kongkiattiwong, Senior Associate, and Sawita Peetawan, Associate
- Thailand, 04 December 2012 – Weerawong, Chinnavat & Peangpanor advised Ananda Development on its initial public offering and offering of existing shares
Weerawong, Chinnavat & Peangpanor (WC&P) advised Ananda Development Pcl. on its initial public offering (IPO) and offering of existing shares in Thailand, and on the international offering under Regulation S. Barclays Bank Plc., CIMB Bank (L) Ltd., and CLSA Singapore Pte. Ltd., acted as international managers, while Bualuang Securities Plc., and KT ZIMCO Securities Plc. acted as underwriters. The deal closed on December 4, 2012, and is valued at US$185 million (THB 5.6 billion), approximately.
Peangpanor Boonklum, Partner led the project team along with Chatri Trakulmanenate, Partner. The team also included Senior Associates, Sunyaluck Chaikajornwat, Jongtip Tangsripairoje, and Pathamakorn Buranasin, along with Associates, Ekachai Chotpitayasunon, Trinuch Chuenchomlada, and Sawita Peetawan.
- Thailand, 03 December 2012 – Weerawong, Chinnavat & Peangpanor advised book runners on the capital increase and listing of units in the Tesco Lotus Retail Growth Freehold and Leasehold Property Fund
Weerawong, Chinnavat & Peangpanor Ltd. (WC&P) advised Phatra Securities Pcl., Merrill Lynch Far East Ltd., CIMB Bank (L) Ltd., Citigroup Global Markets Ltd., and The Hongkong and Shanghai Banking Corporation (Singapore) as book runners, on the capital increase via preferential public offering (to existing unit holders of the Fund) and listing of additional units in the Tesco Lotus Retail Growth Freehold and Leasehold Property Fund (TLGF), on the Stock Exchange of Thailand. The deal closed on December 3, 2012, and is valued at US$251.5 million (THB 7.545 billion), approximately. This is an add-on offering for TLGF after its IPO of US$598 million (THB 18 billion), approximately, in March 2012 – Thailand’s largest ever property fund IPO on which WC&P also advised domestic and international book runners.
Kudun Sukhumananda, Partner, led the project team. The team also included Associates, Kom Vachiravarakarn, Tuangrat Mingviriya, Mayuree Sapsutthiporn, and Chusak Suwanpuchai, Real Estate Specialist.
Thailand, 08 November 2012 − Weerawong, Chinnavat & Peangpanor advised WHA Corporation on its initial public offering
Weerawong, Chinnavat & Peangpanor Ltd. represented WHA Corporation Pcl., a leading developer of logistics centers, on its corporate restructuring and initial public offering (IPO) on the Stock Exchange of Thailand (SET). The company listed and started trading on November 8, 2012, with an initial market capitalization price of THB 6.76 billion (approx. US$218 million). Of the 510 million listed shares, 380.60 million were existing and 129.40 million newly-issued.
Siam Commercial Bank Pcl. acted as financial advisor, Kasikorn Securities Pcl. as financial advisor and underwriter, while SCB Securities Co. Ltd. was also an underwriter.
Kudun Sukhumananda, Partner, led the project team which also included Yaowarote Klinboon, Senior Associate, Kom Vachiravarakorn, Associate, Kongkoch Yongsavasdikul, Associate and, Sawita Peetawan, Associate.
Thailand, 04 October 2012 − Weerawong, Chinnavat & Peangpanor advised VGI Global Media on its initial public offering
Weerawong, Chinnavat & Peangpanor Ltd. (WC&P) represented VGI Global Media, Thailand’s largest ‘Out-of-Home’ media company, on its initial public offering (IPO), in addition to advising on the company’s corporate restructuring and share listing on the Stock Exchange of Thailand (SET). The company floated 88 million shares in its Baht 3 billion (US$100 million approx.) IPO, and Bualuang Securities acted as underwriter, with TISCO Securities as financial advisor and underwriter for the transaction. The IPO closed on October 4, 2012.
VGI is a subsidiary of the Bangkok Mass Transit System Co. Ltd. (BTSC), sole-concessionaire to the core network of the BTS Skytrain in Bangkok. Importantly, VGI is also the media and advertising company for the BTS Group, Thailand’s leading provider of mass transit solutions, and as such manages all advertising on the BTS Skytrain – ad space of 27,000 square meters at 23 stations and on 47 trains. Through its affiliation with the BTS Group, VGI also manages advertising at major retailers and commercial buildings across Bangkok.
Peangpanor Boonkulm, Executive Partner, led the project team which also included Paradorn Leosakul, Counsel, Yaowarote Klinboon, Senior Associate, Kom Vachiravarakorn, Associate, and Pratumporn Somboonpoonpol, Associate.