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Legal Services
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Debt and Equity Capital Markets
Weerawong
C&P is one of Thailand’s leading law firms in capital markets transactions. We represent
issuers, underwriters, placement agents, security holders, investors, corporate trustees and other
participants on a wide variety of debt, equity and derivative offerings in domestic and global
markets. Our lawyers have a broad range of experience representing Thai public companies,
financial institutions, and the Kingdom of Thailand and its agencies in international securities
transactions as well as in the issuance of domestic Thai financial
instruments.
We
represent companies interested in increasing the trading of their securities overseas by obtaining
secondary listings on global exchanges and establishing depositary receipt facilities. We provide
ongoing advice to clients on a wide variety of securities legal matters and assist companies with
their reporting obligations and other issues arising under numerous and often complex securities
laws. We have also represented leading Thai companies in annual debt offerings over many
years.
Our lawyers are active in country fund
offerings and other investment fund activities, issuance of asset-backed securities and in offering
real estate investment units of property funds (REITs). We advise clients on currency and interest
rate swap arrangements, options, warrants and other equity and commodity-based derivative products.
The firm has served as legal counsel for many of the highest profile capital markets transactions in
recent years. “Thailand Firm
of the Year 2012 – Capital Markets, and Restructuring & Insolvency”, by ASIAN-MENA COUNSEL, In-House Community “Deal of the Year 2012 Capital Markets – Tesco Lotus Property Fund
IPO”, by ASIAN- MENA COUNSEL - “Thailand Firm of the Year”, by Chambers
Asia-Pacific Awards 2011
Selected transactional
experience follows to demonstrate industry experience and local knowledge regarding our capital
markets practice:
EQUITY
OFFERINGS (only offerings where there was also an international equity
offering) Representation of BTS Group Holdings
Public Company Limited (BTSG) and Bangkok Mass Transit System Public Company Limited
(BTSC) in connection with establishment of an infrastructure
fund relating to BTS Sky Train System, including the offering of units of BTS Rail Mass Transit
Growth Infrastructure Fund (BTSGIF) in Thailand and to international investors under Rule
144A/Regulation S and listing of the units on the Stock Exchange of Thailand. With an offering size
of US$ 2.1 billion (Baht 62.5 billion approx.), BTSGIF is Thailand's biggest IPO ever, and is the
third largest IPO globally as of April 2013. Representation of PTTEP Exploration
and Production Public Company Limited (PTTEP) on its share
offering, the largest equity offering by a Thai company to date (December 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 offering was
made to PTTEP's existing shareholders and institutional investors. Finansa Securities Ltd., Phatra Securities Pcl., TISCO Securities Co.,
Bank of America Merrill Lynch, Deutsche Bank, Goldman Sachs, JP Morgan and UBS acted as joint coordinators and book runners. The deal value is US$3
billion (Baht 92.3 billion), approximately. Representation of Phatra Securities
Public Company Ltd., Merrill Lynch Far East Ltd., CIMB Bank Ltd., Citigroup Global Markets
Ltd., and The Hongkong and Shanghai Banking Corporation as book
runners, on the capital increase via preferential public offering, and listing of additional units
in the Tesco Lotus Retail Growth Freehold
and Leasehold Property Fund (TLGF) on the SET. Deal value is
US$251.5 million (Baht 7.545 billion). This is an add-on offering for TLGF after its IPO of US$598
million (Baht 18 billion) in March 2012 − Thailand’s largest ever property fund
IPO. Representation of Merrill Lynch Far East Limited, Nomura International
Public Company Limited, the Royal Bank of Scotland N.V., (Hong
Kong Branch) and Phatra Securities Public
Company Limited in connection with the US$602 million initial
public offering and listing in Thailand, and the international offering outside the United States
of, investment units in Tesco Lotus Retail Growth Freehold and Leasehold Property Fund.
Representation of Asia Aviation Public Company Limited and
Selling Shareholders in connection with the initial public offering (IPO) and offering of
existing shares, in Thailand, as well as the international offering under Regulation S. Credit
Suisse (Singapore) and CIMB Bank acted as international managers, while CIMB Securities (Thailand)
Company Limited and Thanachart Securities Public Company Limited acted as underwriters for the 750
million new and 462.5 million existing shares of selling shareholders. This phase of the IPO closed
on May 29, 2012. CIMB Securities (Thailand) Company Limited and Thanachart Securities Public Company
Limited, also acted as placement agents for the Secondary
Offering involving 727.5 million existing shares of selling shareholders which completed on June 1,
2012. The IPO and secondary offering are valued at US$239.3 million
(approx.). Representation of Ananda Development Public Company Limited on the initial public offering (IPO) and offering of existing shares, in
Thailand, as well as on the international offering under Regulation S. Barclays Bank Plc., CIMB Bank
(L) Limited and CLSA Singapore Pte. Ltd. acted as international managers, while Bualuang Securities
Plc. and KT ZIMCO Securities Plc. acted as underwriters. The deal value is US$185 million (Baht 5.6
billion). Representation of Sahaviriya Steel Industries Public Company Limited
(SSI), Thailand’s first and largest manufacturer of hot-rolled
steel sheet coils, 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 approx. US$388 million (Baht 11.660
billion), as a part of a comprehensive financial structuring plan. Shareholders approved the
transaction in October 2012 and the offering and closing have been implemented from October until
present; December 2012. Representation, as Thai legal counsel, of The Siam Commercial Bank Public Company Limited (SCB)
in connection with the establishment of a “US$2.5 billion Euro Medium Term Note Programme” of the
Company (the “Programme”) and the issue, under the Programme by the Company, acting through its
Hong Kong branch, of US$4.0 billion 3.900 per cent. Notes due 2016 (“Notes”). Representation of Indorama Ventures Plc. (IVL) in its issuance of
transferable subscription rights (TSRs) to its existing shareholders which were subsequently listed
and traded on the SET and exercised into new shares of IVL. The value of the transaction is
worth Baht 17.3 billion (USD 576 million). Representation of Sri Trang
Agro-Industry Plc. in the SGD 336 million (Baht 8.12 billion)
public offering in Singapore and placement under Regulation S and a listing of the company's shares
on the Singapore Exchange Securities Trading Limited (SGX-ST), in which J.P Morgan, CIMB and
Standard Chartered acted as the underwriters and Kasikorn Securities Plc. acted as Thai financial
advisor. This is the first case of a Thai company which has a listing status on the SET before
listing its shares on the SGX-ST. - Representation of Indorama Ventures Plc. (IVL) in the
secondary offering (block trade) of the company’s shares held by its major shareholder to
institutional investors (mainly foreign investors) worth approximately Baht 12 billion (USD 400
million approx.).
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