Deal Announcements
- Weerawong, Chinnavat & Peangpanor Ltd. represented Bangkok Ranch Public Co., Ltd. on
the offering of 228 million new shares valued at THB 2 billion on the Stock Exchange of
Thailand
Weerawong C&P represented
Bangkok Ranch Public Co., Ltd. (Bangkok Ranch) on the offering of 228 million new shares valued at THB 2 billion (approximately USD 58.7 million) on the
Stock Exchange of Thailand (SET). Weerawong C&P also advised Bangkok Ranch shareholders on the sale of their shares to
private placement, institutional and major retail investors in
relation to corporate approval and compliance with securities and exchange regulations. The Siam Commercial Bank Public Co., Ltd. was the financial advisor
and SCB Securities and Bualuang Securities were the lead
underwriters. The first day of trading on the SET was July 15, 2015. Bangkok Ranch is the largest fully integrated duck meat
producer in Thailand and the Netherlands, holding the majority of
market-share. The proceeds of the IPO will fund the expansion of its slaughterhouse, processing
plant and commercial farm capacity in Thailand as well as plans
for business expansion in the region. The Weerawong C&P team was led by partner Pakdee Paknara and associates Trinuch
Chuenchomlada and Sawita Peetawan.
- Weerawong, Chinnavat & Peangpanor Ltd. represented Bangkok Bank PLC in the THB 879
million loan agreement with Globex Corp Ltd.
Weerawong C&P represented
Bangkok Bank Public Company Limited in the THB 879 million (approximately USD 26.65 million) loan
agreement with Globex Corporation Limited for the financing of the subscription offering of shares
in Precious Shipping Public Company Limited, one of the biggest shipping companies in Thailand. The
financing document is structured to address the risk associated with the non-requirement of certain
security and the on lending to other shareholders for financing that subscription. The shares
are listed in the Stock Exchange of Thailand. The Weerawong C&P team was led by partner Passawan Navanithikul, senior associate
Nattaporn Pengkul and associate Jarirat Chevangkul.
- Weerawong, Chinnavat & Peangpanor Ltd. represented Ananda MF Asia Chitlom Co., Ltd.,
in the THB 1,192 million credit facilities with Kasikornbank Public Company Limited
Weerawong C&P represented Ananda MF Asia
Chitlom Co., Ltd., the borrower in the credit facilities with Kasikornbank Public Company Limited in
the acquisition of land and the construction of a condominium project in the heart of Bangkok. The
financing is structured to ensure the equivalence of liabilities among the shareholders. The deal
was valued at THB 1,192 million (approximately USD 36.12 million) and closed on 29 June 2015. This
residential project is another joint venture between Ananda Development Public Company Limited and
Mitsui Fudosan Co., Ltd., a major real estate developer in Japan. The Weerawong C&P team was led by partner Passawan Navanithikul
and associate Sarinya Israbhakdi.
- Weerawong, Chinnavat & Peangpanor Ltd. represented Ananda MF Asia Bangna Co., Ltd.,
in credit facilities with Krung Thai Bank Public Company Limited for the acquisition of 48 plots of
land
Weerawong C&P represented Ananda MF Asia
Bangna Co., Ltd., the borrower in credit facilities with Krung Thai Bank Public Company Limited
in the acquisition of 48 plots of land and the construction of a condominium project in Bangkok.
This residential project is a joint investment between Ananda Development Public Company Limited and
Mitsui Fudosan Co., Ltd., a major real estate developer in Japan. Ananda MF’s fast-growing
residential projects are in close proximity to mass transit stations in Bangkok. The deal was valued
at THB 1,892.8 million (approximately USD 57.35 million) and structured to ensure the equivalence of
liabilities among the shareholders. The Weerawong
C&P team was led by partner Passawan Navanithikul and associate Sarinya Israbhakdi.
- Weerawong, Chinnavat & Peangpanor Ltd. represented Green Earth Power
(Thailand) Co., Ltd. (GEP) in the acquisition by Vintage Engineering PLC (VTE) of 12% shares in GEP
Weerawong, Chinnavat and Peangpanor Ltd. represented Green
Earth Power (Thailand) Co., Ltd. (GEP) in the acquisition by Vintage Engineering PLC (VTE) of 12%
shares in GEP. The acquisition was transacted through the combination of: (i) the subscription of
new ordinary shares in GEP, for which VTE paid subscription price in cash; and (ii) the purchase of
existing shares in GEP from its major shareholder, for which VTE issued its new shares to that major
shareholder of GEP (a share swap). The transaction is valued at THB 666,051,946 (approximately USD
19.5 million). GEP is a privately owned holding company that invests in the
development and operation of solar power projects throughout ASEAN and Japan. VTE is an engineering
firm that provides services for full-scale engineering systems for a wide variety of residential,
hotel, hospital, shopping mall, and factory buildings. Weerawong C&P also
advised VTE in relation to corporate approval and compliance with securities and exchange laws and
regulations. The Weerawong C&P team was led by executive partner Chinnavat
Chinsangaram, and included associates Wiriya Chinkarn, Pratumporn Somboonpoonpol, Peerapat
Kumpayorm, Teerasak Petchpaibool, Kulnisha Srimontien, and Pattarapa Pattanaporn.
- Weerawong, Chinnavat & Peangpanor Ltd. has advised EGAT on the establishment of THB 20.85 billion EGATIF
Weerawong, Chinnavat and Peangpanor Ltd. represented the Electricity
Generating Authority of Thailand (EGAT), the largest power generator in Thailand, and Krung Thai
Asset Management Public Company Limited (KTAM), on the initial public offering of North Bangkok
Power Plant Block 1 Infrastructure Fund, Electricity Generating Authority of Thailand (EGATIF).
EGATIF is the first state-owned enterprise sponsored infrastructure fund, and with an
offering size of THB 20,855 million (approximately USD 641 million), the largest electricity
infrastructure fund to be listed on the Stock Exchange of Thailand to date. The fund has invested in
the rights to revenue from the operation of North Bangkok Power Plant Block 1, one of EGAT's latest
combined-cycle power plants with a contracted power generation capacity of 670 MW, for a 20 year
period. Trading of EGATIF investment units is scheduled to commence on 13 July
2015. Weerawong C&P advised EGAT, the sponsor and KTAM, the fund manager. The
Weerawong C&P team led by executive partner Peangpanor Boonklum included senior associate
Wittaya Kaewkungsadan and associates Jirapat Thammavaranucupt and Orachat Mahaidhidol.
- Weerawong, Chinnavat & Peangpanor Ltd. has advised Global Power Synergy Co (GPSC), on its THB 10.11 billion initial public offering.
Weerawong C&P advised Global Power Synergy Co. (GPSC), a power
generation unit of the PTT Group in its initial public offering (IPO). GPSC will raise more than THB
10.11 billion (approx. USD 304 million) on the sale of 375.57 million shares, providing GPSC with a
market capitalization of THB 40.45 billion (approx. USD 1.23 billion). GPSC plans to boost
electricity generating capacity from 1,800 to 6,000 megawatts by 2025 through domestic and overseas
expansion. Major shareholders include PTT, PTT Global Chemical and Thai Oil. KT ZMICO,
Finansa, and Tisco Securities were the lead underwriters. Trading commenced on May 18,
2015. The Weerawong C&P team was led by Peangpanor Boonklum, Executive Partner and Wittaya
Kaewkungsadan, Senior Associate.
- Weerawong, Chinnavat & Peangpanor Ltd. has advised Pace Development Corporation Public Company Limited (PACE) for acquisition of shares in 4 subsidiaries of IBC Holding Ltd. and IDJ Holdings Limited
Weerawong, Chinnavat & Peangpanor Ltd. has advised Pace Development
Corporation Public Company Limited (PACE), a leader in Thai luxury properties and hospitality,
including The Ritz-Carlton Residences and Maha-nakorn, the tallest tower in Thailand, in the
acquisition of ordinary shares of its subsidiaries: (i) 31% Pace Real Estate Co., Ltd.; (ii)
15% Pace Project One Co., Ltd.; (iii) 15% Pace Project Two Co., Ltd.; and (iv) 15% Pace Project
Three Co., Ltd., and the transfer of the financial obligations of these four subsidiaries from IBC
Holding Ltd., a subsidiary of Industrial Building Corporation Ltd., a company listed in Israel and
IDJ Holdings Limited, a shareholder of Pace Real Estate Co., Ltd. The transaction which was valued
at approximately THB 1,944 million (USD 64 million), closed on 31 March 2015. The Weerawong
C&P team was led by executive partner Peangpanor Boonklum, and included key
associates Sawita Peetawan and Pohnpreeya Amorndajalert.
- Weerawong, Chinnavat & Peangpanor Ltd. advised Natural Park (NPARK) in the
share-for-share swap transaction with BTS Group Holdings Plc (BTSG)
Weerawong, Chinnavat & Peangpanor Ltd. advised Natural Park (NPARK) in the
share-for-share swap transaction with BTS Group Holdings Plc (BTSG). NPARK acquired 100% of BTS
Assets Co. and Kamkung Properties Co. from BTSC and in return NPARK issued its shares and warrants
to BTSG resulting in BTSG holding a 35.64% stake in NPARK, which has been renamed U City.
BTS Assets Co. and Kamkung Properties Co. are
the flagship real estate companies of BTSG, owning the Eastin Grand Hotel as well as high profile
land portfolios in proximity to the Phaya Thai and Mor Chit skytrain stations and the Airport Rail
Link. The combined assets, valued at THB 9.4 billion or approximately USD 313 million will be
the basis for the development of office, hotel and retail projects. The Weerawong C&P team was led by partner
Peangpanor Boonklum and included key associates Panuwat Chalongkuamdee and Pratumporn
Somboonpoonpol.
- Weerawong, Chinnavat & Peangpanor Ltd. advised Jardine Cycle & Carriage in
acquiring 25% in Siam City Cement for USD 615 million
Weerawong, Chinnavat & Peangpanor Ltd (Weerawong C&P) has advised
Jardine Cycle & Carriage Limited (JC&C), SGX-ST listed company and a member of the Jardine
Matheson Group, in respect of the acquisition of 57.27 million ordinary shares representing
approximately 24.9 per cent of the issued share capital of Siam City Cement Public Company Limited
(SCCC), Thailand’s second largest cement manufacturer, from Holcim subsidiary Thai Roc-Cem Limited
for the equivalent of USD 615 million. The Weerawong C&P team was led by
partners Peangpanor Boonglum and Veeranuch Thammavaranucupt and included key associates Kongkoch
Yongsavasdikul and Jirapat Thammavaranucupt.
- Weerawong, Chinnavat & Peangpanor Ltd. represented Scan Inter on its THB 1.5 billion initial public offering
Weerawong, Chinnavat & Peangpanor Ltd. represented Scan
Inter (SCN), a leader in the alternative energy and automotive industries in Thailand, on its THB
1.5 billion initial public offering (IPO). The IPO is a domestic offering under Thai SEC
regulations. The financial adviser and lead underwriter is Kasikorn
Securities, while co-underwriters are CIMB Securities (Thailand), RHB OSK Securities (Thailand),
Thanachart Securities and KT ZMICO Securities. Trading is set to commence on the Stock Exchange of
Thailand on February 23, 2015. The Weerawong C&P team included leading partner
Kudun Sukhumananda and associates Wittaya Kaewkungsadan, Pratumporn Somboonpoonpol and Thitawan
Thanasombatpaisarn.
- Weerawong, Chinnavat & Peangpanor Ltd. represented Plan B Media on its THB 1.79 billion initial public offering
Weerawong, Chinnavat & Peangpanor Ltd. represented Plan
B Media, one of Thailand's largest out-of-home media (OOH) businesses, on its THB 1.79
billion initial public offering (IPO). The IPO is a domestic offering under Thai SEC
regulations. Trading will commence on the Stock Exchange of Thailand on February 17, 2015.
Plan B Media offers a wide range of innovative OOH platforms to
support world class campaigns, including transit, digital and static media as well as mall and
in-store platforms. Funds raised from the IPO will support its continued growth and new projects.
Bualuang Securities Plc was the financial advisor. The Weerawong
C&P team included leading partners Peangpanor Boonklum, Pakdee Paknara, senior associate
Patcharaporn Pootranon and associate Thitawan Thanasombatpaisarn.
- Weerawong, Chinnavat & Peangpanor Ltd. represented Jasmine International Pcl on the establishment and initial public offering of the investment units of Jasmine Broadband Internet Infrastructure Fund
Weerawong, Chinnavat & Peangpanor Ltd. represented
Jasmine International Pcl (Jasmine), one of Thailand's largest integrated telecommunication service
providers (including fixed-telephone lines, wireless network, digital network and internet access
services), on the establishment and initial public offering (IPO) of the investment units of Jasmine
Broadband Internet Infrastructure Fund (JASIF), the Thai infrastructure fund investing in broadband
internet assets. With an offering size of THB 55 billion (approximately USD 1.7 billion), JASIF is
the largest such offering since 2013. Investment units of JASIF are offered to
international investors under Rule 144A and local investors and are listed on the Stock Exchange of
Thailand (SET).
JASIF used the proceeds from the IPO to acquire ownership of optical fiber
cable assets from Jasmine’s subsidiary, Triple T Broadband Pcl (TTTBB) and has then leased optical
fiber cores to TTTBB, thereby benefiting from revenue generated from the lease of optical fiber
cores. Bualuang Securities Pcl, a securities arm of Bangkok Bank Pcl, and Morgan Stanley
arranged the offering of JASIF’s investment units. Trading of JASIF’s investment units on the
SET commenced on February 16, 2015.
The transaction involved complex work within a multitude
of legal areas (including capital markets, telecommunication, corporate, dispute and litigation).
Consequently, the Weerawong C&P team operated by bringing together transactional specialists
with lawyers from other practice groups that possess the necessary experience or expertise, thereby
assuring the highest possible quality of service during all stages of the process. The
transaction closed on February 11, 2015.
The Weerawong C&P team was led by partners
Peangpanor Boonklum and Veeranuch Thammavaranucupt and included key associates namely Kongkoch
Yongsavasdikul, Trinuch Chuenchomlada and Pohnpreeya Amorndajaler.
- Weerawong, Chinnavat & Peangpanor Ltd. advised Country Group Securities Plc on an innovative company structuring which is the first of its kind in Thailand
Weerawong, Chinnavat & Peangpanor Ltd. advised Country Group Securities
Plc (CGS), a leader in the Thai securities industry, on an innovative company structure which will
allow the company to pursue new business opportunities. This deal is the first of
its kind under the Notification of the Capital Market Supervisory Board Re: Shareholding and
management restructuring of listed companies (Notification No. Tor. Jor. 34/2552). Although the
notification was passed in 2009, it had never been interpreted and utilized by a listed company to
create a business entity outside of the securities industry. Listed companies will surely find
restructuring easier in the wake of CGS’s groundbreaking deal. Under the CGS
shareholding and management restructuring, Country Group Holdings Plc (CGH) was set up as a new
holding company in order to launch a tender offer for a share swap of CGS shares. CGS was then
delisted and CGH was listed on the Stock Exchange of Thailand. The restructuring will position the
new entity for expansion in the ASEAN Economic Community to be implemented next year. The
Weerawong C&P team was led by Partner Peangpanor Boonklum.
- Weerawong, Chinnavat & Peangpanor Ltd. advised Rich Asia Steel Plc. on the sale
of shares in Thai National Products Co Ltd. worth THB 540 million
Weerawong, Chinnavat & Peangpanor Ltd. has advised Rich Asia Steel Plc,
a leading manufacturer, trader and distributor of steel products in Thailand, in respect of the sale
of shares in its subsidiary, Thai National Products Co Ltd, to Dr Phasin Suebsubanunt, Thiti
Kittipattananon and Duendara Limthanakul for approximately β540 million (US$16.4m). The sale of
shareholders equity is a strategic step in business restructuring and corporate spin-off. The
transcation was completed on 3 December 2014. The Weerawong C&P team was led by
partner Weerawong Chittmittrapap and senior associate Panuwat Chalongkuamdee.
- Weerawong, Chinnavat & Peangpanor Ltd. advised Siam Commercial Bank in the joint venture to establish Supernap (Thailand) Co., Ltd. , ASEAN’s largest data center
Weerawong, Chinnavat & Peangpanor Ltd. advised Siam Commercial Bank in
the joint venture with CPB Equity, Kasikornbank, True Internet Data Center, and Supernap
International to establish Supernap (Thailand) Company Limited, ASEAN’s largest data
center. The Supernap data center, located in the Hemaraj Chonburi Industrial Estate, has
been granted the best available tax privilege promotion from the Thai Board of Investment (BOI).
Weerawong C&P advised on the project agreements including licensing agreement, construction
agreement, and co-location agreement. The transaction is valued at approximately THB 4 billion and
closed on December 22, 2014. Weerawong Chittmittrapap and senior associates Sunyaluck
Chaikajornwat and Panuwat Chalongkuamdee led the transaction.
- Weerawong, Chinnavat & Peangpanor Ltd. advised NOMURA ASIA INVESTMENT (SINGAPORE) PTE. LTD. on a voluntary tender offer of the shares of Capital Nomura Securities Public Company Limited.
Weerawong, Chinnavat & Peangpanor Ltd. advised NOMURA
ASIA INVESTMENT (SINGAPORE) PTE. LTD. on a voluntary tender offer of the shares of Capital Nomura
Securities Public Company Limited (CNS), an equity affiliate located in Bangkok. The Nomura Group
launched the tender offer with the intention of making CNS a consolidated subsidiary.CNS has 25
branch offices in Thailand, and conducts a growing securities business which includes retail and
wholesale functions with a wide range of clients. In recent years, CNS has pursued expansion into
surrounding countries such as Laos, Myanmar and Cambodia, where growth is expected to accelerate.
The deal is valued at THB 3,365 million. The Weerawong C&P team was
led by partners Peangpanor Boonklum, Pakdee Paknara and senior associates Yaowarote Klinboon and
Ekachai Chotipitayasunon.
- Weerawong, Chinnavat & Peangpanor Ltd. has advised PTT Public Co., Ltd. in connection with the issuance of debentures in the amount of up to THB 12,000 million
Weerawong, Chinnavat & Peangpanor Ltd. has advised PTT
Public Co., Ltd. in connection with the issuance of unsecured and subordinated debentures to public
investors, including PTT existing debentures holders of PTTC14DA and PTTC14DB and new retail
investors in the amount of up to THB12,000 million. The debentures are rated AAA (tha) by Fitch
Ratings (Thailand). Bangkok Bank Pcl, Krung Thai Bank Pcl, The Siam Commercial Bank Pcl and
KASIKORNBANK Pcl., are underwriters. The deal closed on December 12, 2014. The
Weerawong C&P team was led by partner Veeranuch Thammavaranucupt and senior associate Jongtip
Tangsripairoje.
- Weerawong, Chinnavat & Peangpanor Ltd. advised E for L Aim Public Company Limited on the financing from the syndication of KBank and CIMB
Weerawong, Chinnavat & Peangpanor Ltd. advised E for L Aim Public
Company Limited (EFORL) on the financing transaction in which funds obtained from the syndication of
KASIKORNBANK Public Company Limited and CIMB Thai Bank Public Company Limited by E for L Aim Public
Company Limited and its newly established subsidiary WCI Holding Co., Ltd., were used in the
acquisition of the entire share capital of Wuttisak Clinic Inter Group Company Limited, the largest
beauty clinic in Thailand, through WCI Holding Co., Ltd. WCIG has 120 branches in Thailand as well
as 11 franchises in Lao PDR, Cambodia, Vietnam and Myanmar. The total facilities amount was THB
3,400 million. The deal closed on December 4, 2014. The transaction was led by Passawan
Navanithikul, Partner and Nattaporn Pengkul, Senior Associate. The firm’s corporate team also
advised on the acquisition.
- Weerawong, Chinnavat & Peangpanor Ltd. advised E for L Aim PLC on the acquisition of Wuttisak Clinic Inter Group Co., Ltd.
Weerawong, Chinnavat and Peangpanor Ltd. advised E for L Aim Public Company
Limited (EFORL) on the acquisition of the entire share capital of Wuttisak Clinic Inter Group
Company Limited (“WCIG”), the largest beauty clinic in Thailand, through WCI Holding Co., Ltd. in
which EFORL holds a 60% equity stake and indirectly becomes the major shareholder of WCIG. The
transaction value is THB 4.5bn and closed on December 4, 2014. The transaction was led
by Weerawong Chittmittrapap, Partner and Panuwat Chalongkuamdee, Senior Associate.
- Weerawong, Chinnavat & Peangpanor Ltd. advised Bualuang Securities, Credit Suisse, DBS and Citigroup Global Markets Limited on the initial public offering by Bangkok Airways
Weerawong, Chinnavat & Peangpanor Ltd. advised Bualuang
Securities, Credit Suisse, DBS and Citigroup Global Markets Limited on the THB 13,000 million
(approximately USD 400 million) initial public offering by Bangkok Airways, a full service boutique
airline, airport operator and airport services provider in Thailand. Weerawong C&P also advised
on the sale of secondary shares by a shareholder of Bangkok Airways. The
initial public offering comprises a domestic offering under Thai SEC regulations and international
offering under Regulation S of the US Securities Act. The transaction is the largest listing of
shares on the Stock Exchange of Thailand in 2014 to date. The transaction closed on October 28,
2014. The shares started trading on the Stock Exchange of Thailand on November 3, 2014. The Weerawong C&P team included leading partner Peangpanor Boonklum and associates
Patcharaporn Pootranon and Trinuch Chuenchomlada.
- Weerawong, Chinnavat & Peangpanor Ltd. advised Rexel on its acquisition of 4 Knights International Co., Ltd. in Thailand
Weerawong, Chinnavat and Peangpanor Ltd. advised Rexel
General Supply and Services (Thailand) Co., Ltd. on its second acquisition in Thailand, 4 Knights
International Co., Ltd. which holds a leading position in the downstream oil and gas onshore sector
with branches in Bangkok and Rayong, key regions for onshore activities, for the sum of THB
253.8 million. The transaction reinforces Rexel’s position in the oil and gas sector and strengthens
the group’s presence in South-East Asia. The Weerawong C&P team included
leading partners Peangpanor Boonklum, Pakdee Paknara and associates Panuwat Chalongkuamdee and
Woramon Kengtanomsak.
- Weerawong, Chinnavat & Peangpanor Ltd. acted as Thai counsel for Bangkok Dusit
Medical Services Public Company Limited
Weerawong, Chinnavat &
Peangpanor acted as Thai counsel for Bangkok Dusit Medical Services Public Company Limited,
Thailand’s largest medical services network and a leading healthcare provider, on the offering and
issuance of THB 10 billion USD-settled convertible bonds. This transaction is the first Thai
Baht-denominated zero-coupon convertible bond issued by a Thai issuer. The deal size is THB 10
billion, approximately USD 311 million. The offering was made under Regulation S to investors
outside Thailand and the United States. The bonds are listed on the Singapore Exchange Securities
Trading Limited. The transaction closed on 18 September 2014. Bank of America Merrill Lynch, Credit
Suisse, Phatra Securities and The Siam Commercial Bank acted as joint bookrunners and joint lead
managers for this transaction. Partners Peangpanor Boonklum and Veeranuch
Thammavaranucupt led the transaction.
- Weerawong, Chinnavat & Peangpanor Ltd. advised Sub Sri Thai PCL on the sale of the equity stake in Industrial Enterprise Co., Ltd. to Sime Darby Plantation Europe Ltd. and Sime Morakot Holdings (Thailand) Ltd.
Weerawong, Chinnavat and
Peangpanor Ltd. advised Sub Sri Thai PCL, the owner of the famous Greyhound cafes in Thailand and
Hong Kong and exclusive franchisee of Au Bon Pain, Dunkin’ Donuts and Baskin-Robbins in Thailand on
the sale of its 99% share stake in Industrial Enterprise Co., Ltd. to Sime Darby Plantation Europe
Ltd. and Sime Morakot Holdings (Thailand) Ltd. The sale of the cooking oil manufacturing
company closed at THB 815 million on September 11, 2014. The transaction was led by Pakdee Paknara, Partner, Panuwat Chalongkuamdee and
Yaowarote Klinboon, Senior Associate including Thitawan Thanasombatpaisarn, Associate.
- Weerawong, Chinnavat & Peangpanor Ltd. advised Thanachart Bank in connection with the first Tier 2 convertible debentures issuance in Thailand
Weerawong, Chinnavat & Peangpanor Ltd. advised
Thanachart Bank Public Company Limited, a leading commercial bank in Thailand, in connection with
the first Tier 2 convertible debentures issuance in the Kingdom of Thailand, valued at THB 13
billion. These convertible debentures will be used by Thanachart Bank for its Tier 2 regulatory
capital purposes and will complement Thanachart Bank’s ability to meet the capital adequacy
requirements of the Bank of Thailand in accordance with the framework and guidance of the Basel III
Accord. Thanachart Bank also acts as an underwriter.
The convertible bonds have been
issued to qualified institutional investors and high net worth individuals in accordance with the
applicable regulations of the Thai Securities and Exchange Commission. As it is the first of
its kind in Thailand for domestic Basel III Tier 2 convertible debentures (without written off/down
feature), the Thanachart deal will clear the way for other Thai banks to follow suit.
Partners Peangpanor Boonklum and Veeranuch Thammavaranucupt led the transaction.
- Weerawong, Chinnavat & Peangpanor Ltd. has advised SPCG Public Company Ltd. in respect of the sale of its shares to Gulf Energy Development Company Ltd.
Weerawong, Chinnavat & Peangpanor Ltd. has advised SPCG Public Company
Ltd, a pioneer solar farm and solar roof developer in Thailand, in respect of the sale through
private placement of its approximately 84 million shares representing 10 percent stake to Gulf
Energy Development Company Ltd, one of Thailands largest independent power-producer groups. This is
an opportunity for SPCG to lower its financial costs due to the good relationship of Gulf Energy
with its overseas creditors. The transaction which was executed on 6 June 2014. Partner Kudun
Sukhumananda led the transaction including associates Sawita Peetawan.
- Weerawong, Chinnavat & Peangpanor Ltd. advised Toyo-Thai Corporation in USD 100 million project financing for a power plant project in Myanmar
Weerawong C&P represented Toyo-Thai Corporation PCL (TTCL)
in obtaining project financing of USD100 million from EXIM Bank for the development of a 120MW
combined-cycle gas-turbine power plant project in Yangon. The transaction is the first of its kind
in Thailand and Myanmar.
This is also the first private sector project financing in Myanmar
for the Export-Import Bank of Thailand. Toyo-Thai is an integrated engineering procurement and
construction business listed in Thailand - the Myanmar unit will receive the loan directly from EXIM
Bank. Toyo-Thai (Singapore) has guaranteed the loan and provided a share pledge to secure the
repayment.
This project paves the way for other Thai companies for the development of the
plant in Myanmar. The signing ceremony was on May 28, 2014 in Bangkok.
Partner Kudun
Sukhumananda led the team, including senior associate Nattaporn Pengkul.
- Weerawong, Chinnavat & Peangpanor Ltd. advised certain major shareholders of Master Ad Plc. on its sale of stake to VGI Global Media Plc.
Weerawong, Chinnavat & Peangpanor Ltd. represented
certain major shareholders of Master Ad Public Company Limited (MACO), Thailand’s largest outdoor
media provider, on the sale of their 24.43% stake or 73.5 million shares worth THB 661.5 million to
VGI Global Media Public Company Limited (VGI) through big lot trading. VGI is Thailand's largest
transit-media provider and a unit of the BTS Group. This deal increases the media alternatives and
reach of the out-of-home media networks of both MACO and VGI. The deal was
executed on May 12, 2014. Partners Pakdee Paknara and Veeranuch Thammavaranucupt and associate
Kongkoch Yongsavadikul were the transaction team.
- Weerawong, Chinnavat & Peangpanor Ltd. advised Srisawad on Initial Public Offering
Weerawong, Chinnavat & Peangpanor Ltd. represented Srisawad Power 1979
Public Company Limited (SAWAD), a major consumer finance company in Thailand, on its corporate
restructuring and initial public offering (IPO) on the Stock Exchange of Thailand (SET). The IPO
comprised 250 million shares for a total offering size of THB 1.73 billion (USD 57.7 million
approximately). Asia Plus Advisory Company Limited acted as financial adviser and lead underwriter.
KT Zmico Securities, Kasikorn Securities, CIMB Securities and Finansia Syrus Securities are
co-underwriters. Commencement of trading on the SET was on 8 May 2014. Partner Kudun
Sukhumananda led the legal team with Ekachai Chotipitayasunon, Sawita Peetawan, Poonsook
Pornpathanangoon and Woramon Kengtanomsak.
- Weerawong, Chinnavat & Peangpanor Ltd. advised Kaset Thai on Initial Public Offering
Weerawong, Chinnavat & Peangpanor Ltd. represented Kaset
Thai International Sugar Corporation (KTIS), Thailand’s third largest sugar producer, on its
corporate restructuring, and initial public offering (IPO) on the Stock Exchange of Thailand (SET).
The IPO comprised 957 million shares for a total offering size of THB 9.57 billion (USD 319 million
approximately) to construct new plants to serve the growth of global demand. Kasikorn Securities
acted as financial adviser, KT Zmico Securities and Maybank Kim Eng Securities acted as lead
underwriters.
Commencement of trading on the SET was on 28 April 2014.
The project
team was led by Kudun Sukhumananda, partner which also included Ekachai Chotipitayasunon-senior
associate, Tuangrat Mingviriya, Sawita Peetawan and Woramon Kengtanomsak as a team
member.
- Weerawong, Chinnavat & Peangpanor Ltd. advised P.C.S. Machine Group Holding Public Company Limited on Initial Public Offering
Weerawong, Chinnavat & Peangpanor Ltd. represented P.C.S.
Machine Group Holding Plc, holding company having main business of manufacturing and sale automotive
parts, on its corporate restructuring, and initial public offering (IPO) on the Stock Exchange of
Thailand (SET). The IPO comprised 389 million shares for a total offering size of THB 3,345.4
million (USD111.5 million approximately).
Bualuang Securities acted as a financial adviser
and joint-lead underwriter with SCB Securities. The trading date on the SET was on 14 March
2014. The project team was led by Peangpanor Boonklum, Partner which also
included Patcharaporn Pootranon as a team member.
- Weerawong, Chinnavat & Peangpanor Ltd. advised PTT Public Company Limited on the sale of its 45% stake in Vietnam LPG Co., Ltd.
Weerawong, Chinnavat & Peangpanor Ltd. advised PTT
Public Company Limited (PTT) in the sale of its 45% stake in Vietnam LPG Company Limited (VLPG) to
joint venture partner PetroVietnam Southern Gas Joint Stock Company (PVGAS South). VLPG engages in
the supply, storage, filling plant operations, sale and marketing of liquefied petroleum gas as a
subsidiary of PVGAS South. In a filing to the Stock Exchange of Thailand, PTT
notes, “The sale of PTT's entire stake in VLPG is in line with PTT Group's restructuring policy and
such sale does not affect the international expansion of its oil business and the PTT Group.” A capital transfer agreement between PTT and PVGAS South was executed on February
12, 2014. Peangpanor Boonklum was a leading partner in this transaction and
the team, including associates Wiriya Chinkarn, Rapat Sangkarat and Wassamon Lohachitramond.
- Weerawong, Chinnavat & Peangpanor Ltd. advises Bank of America Merrill Lynch and
Phatra Securities Pcl on the issuance and offering of exchangeable bonds by CPFH, a
first-of-its-kind transaction in Thailand
Weerawong, Chinnavat & Peangpanor Ltd. (Weerawong
C&P) advised Bank of America Merrill Lynch and Phatra Securities Pcl on the issuance and
offering of USD 290.4 million 0.5 per cent exchangeable bonds due in 2019. The bonds were issued by
CP Foods Holdings Limited (CPFH), a subsidiary of Charoen Pokphand Foods Pcl (CPF), Thailand’s
largest agribusiness conglomerate. The bonds are listed on the Singapore
Exchange Securities Trading Limited and are exchangeable into shares of CP All Pcl, Thailand’s
largest convenience store operator. They come with a sponsor undertaking from CPF. The
transaction closed on January 15, 2014. This exchangeable bond with sponsor
undertaking is the first-of-its-kind in Thailand. The Weerawong C&P team included leading
partners Peangpanor Boonklum, Veeranuch Thammavaranucupt and associate Chumpicha
Vivitasevi.
- Weerawong, Chinnavat & Peangpanor Ltd. advised The Siam Commercial Bank on the sale
of 60.86% stake in SCSMG to ACE group
Weerawong, Chinnavat & Peangpanor Ltd. (Weerawong
C&P) advised The Siam Commercial Bank PCL (SCB), one of the country’s largest and most venerable
financial institutions in respect of the sale of its 60.86% equity stake in The Siam Commercial
Samaggi Insurance PCL (SCSMG), a major general insurance company in Thailand to ACE Group, a global
insurance and financial services firm based in the US.
This transaction presents an excellent
opportunity for ACE to further build their business in this fast-growing market by expanding their
presence in personal and small commercial insurance. SCB and ACE Group have reached a conditional
agreement on January 13, 2014 for the sale of the equity stake at THB 3.74 billion (approximately
USD113 million). The transaction as contemplated by the agreement will likely be completed in the
second quarter of 2014.
Weerawong Chittmittrapap was a leading partner in this transaction
with Samata Masagee, Panuwat Chalongkuamdee and Wiriya Chinkarn, the associates.
- Weerawong, Chinnavat & Peangpanor Ltd. advised MFC Asset Management on
establishing Hemaraj Industrial Property and Leasehold Fund
Weerawong, Chinnavat and Peangpanor Ltd. (Weerawong C&P)
represented MFC Asset Management Public Company Limited on establishing Hemaraj Industrial Property
and Leasehold Fund (HPF) which offers freehold interest and leasing rights in Hemaraj’s invested
land and ready-built factories in four industrial estates: Eastern Seaboard Industrial Estate,
Hemaraj Eastern Seaboard Industrial Estate, Hemaraj Chonburi Industrial Estate, and Hemaraj Saraburi
Industrial Land. The transaction closed on December 25, 2013, and is valued at approximately USD 157
million (THB 4.7 billion).
Pakdee Paknara, Partner, led the project
team which included Associates; Tuangrat Mingwiriya, Chumpicha Vivitasevi, Thitawan
Thanasombatpaisarn, Thitiporn Chaowasakoo, Jarirat Chevangkul, and real estate specialist,
Chusak Suwanpuchai.
- Weerawong, Chinnavat & Peangpanor Ltd. advised Rexel Group on the acquisition of
Quality Trading Group
Weerawong, Chinnavat & Peangpanor Ltd. (Weerawong
C&P) represented Rexel Group, a global leader in the distribution of electrical supplies, on the
acquisition of the business and assets of Quality Trading Group, one of the largest electrical
distributors in Thailand. The transaction closed on November 29, 2013 and is valued at approximately
USD 20 million.
Pakdee Paknara, Partner, led the project team, which also included Associates
Panuwat Chalongkuamdee, Pratumporn Somboonpoonpol, and Jarirat Chevangkul.
- Weerawong, Chinnavat & Peangpanor Ltd. advised Credit Suisse (Singapore) on the
purchase of shares in VGI Global Media from BTS Group Holdings
Weerawong, Chinnavat & Peangpanor Ltd. (Weerawong C&P) advised
Credit Suisse (Singapore) Limited (the “Purchaser”) on the purchase of 220 million shares, or the
equivalent of a 6.7% shareholding, in VGI Global Media Public Company Limited (“VGI”) through the
Big Lot Board of the Stock Exchange of Thailand (the
“SET”).
The transaction was valued at USD 90 million
(approximately THB 2.7 billion), and was made through an overnight placement to local and foreign
investors. The transaction closed on November 19, 2013.
Peangpanor
Boonklum, Partner, led the project team which also included Patcharaporn Pootranon,
Associate.
- Weerawong, Chinnavat & Peangpanor Ltd. advised on the establishment and offering of
the Amata B. Grimm Power−Power Plant Infrastructure Fund
Weerawong, Chinnavat & Peangpanor Ltd. (Weerawong
C&P), represented Amata B. Grimm Power Co., Ltd. and Kasikorn Asset Management Co., Ltd. on the
initial public offering and listing of units on the Stock Exchange of Thailand (SET) of Amata B.
Grimm Power−Power Plant Infrastructure Fund (ABPIF). This was Thailand’s first power plant
infrastructure fund. Amata B. Grimm Power Co. Ltd., the majority unit holder
in the fund, is the leading Small Power Producer (SPP) in Thailand, and is principally owned by the
local trading conglomerate B. Grimm. The offering involved 600 million shares set at THB 10.50 per
share, and was valued at up to USD 203 million (THB 6.3 billion). Kasikorn Asset Management Co.,
Ltd. acted as fund manager and KASIKORNBANK Pcl. as underwriter. The IPO started trading on the SET
on September 27, 2013.
The WC&P project team was led by Kudun Kukhumananda, Partner, and
included Associates Nattaporn Pengkul, and Mayuree Sapsutthiporn.
- Weerawong, Chinnavat & Peangpanor Ltd. advised PACE Development on Initial Public
Offering
Weerawong, Chinnavat & Peangpanor Ltd. (Weerawong
C&P), represented PACE Development Corporation Public Company Limited, a major high-rise and
luxury property developer in Thailand, on their IPO and listing of investment units on the Stock
Exchange of Thailand (SET). The offering involved 600 million shares set at THB 3.5 per share,
and was valued at up to USD 70 million (THB 2.1 billion). Asia Plus Securities Plc., Country Group
Securities Plc., and SCB Securities acted as its lead underwriters with 7 co-underwriters namely,
Globlex Securities, KGI Securities (Thailand) Plc, CIMB Securities (Thailand), Capital Nomura
Securities Plc, Thanachart Securities Plc, Bualuang Securities Plc., and Finansia Syrus Securities
Plc. The IPO started trading on the SET on August 7, 2013.
The project team was led by
Peangpanor Boonklum, Partner which also included Kom Vachiravarakarn, Senior Associate, Sawita
Peetawan, and Trinuch Chuenchomlada, Associates,
- Weerawong, Chinnavat & Peangpanor advised Ananda Development on a major debenture offering
Weerawong, Chinnavat & Peangpanor Ltd. (Weerawong C&P), represented
Ananda Development Public Company Limited on an offering of unsecured and unsubordinated debentures,
valued at up to USD 100 million (THB 3 billion), in which Bualuang Securities Public Company
Limited, CIMB Thai Bank Public Company Limited acted as arrangers, and Asia Plus Securities Public
Company Limited acted as co-manager. The transaction closed on July 4, 2013. The project team
was led by Peangpanor Boonklum, Partner, and also included Jongtip Tangsripairoje, Senior Associate,
and Chumpicha Vivitasevi, Associate.
- Weerawong, Chinnavat & Peangpanor advised Ananda Development on a Joint Venture with Mitsui Fudosan
Weerawong, Chinnavat
& Peangpanor Ltd. (Weerawong C&P) advised Ananda Development Public Co., Ltd. (Ananda), a
real estate development company listed on the Stock Exchange of Thailand, on a joint venture
transaction with SEA Investment Five Ptd. Ltd., a subsidiary of Mitsui Fudosan Residential Co., Ltd.
to develop property projects in Thailand. The joint venture combines the experience of two leading
property developers with the intent to co-invest in premier real estate projects - and to mutually
benefit through sharing knowledge and experience. The joint-venture agreement was signed on 18 June
2013. Peangpanor Boonklum, Executive Partner, led the project team with
support from Pakdee Paknara, Partner, and Ekachai Chotipitayasunon, Senior Associate.
- Weerawong, Chinnavat & Peangpanor advised Nok Air on IPO
Weerawong, Chinnavat & Peangpanor Ltd. (Weerawong
C&P) represented Nok Airlines Public Company Limited (Nok Air) on its corporate restructuring,
and initial public offering (IPO) on the Stock Exchange of Thailand (SET). The IPO comprised 187.5
million shares for a total offering size of THB 4,875 million (USD162.5 million approximately). The
Siam Commercial Bank acted as financial advisor, with SCB Securities acting as lead underwriter,
along with six co-underwriters, namely Country Group Securities, Finansia Syrus Securities, KASIKORN
Securities, Maybank Kim Eng Securities (Thailand), RHB OSK Securities (Thailand), and Thanachart
Securities. The transaction closed on June 10, 2013 and the trading date on the SET was set for 20
June 2013. Kudun Sukhumananda, Partner, led the project team, which also
included Kom Vachiravarakarn, Senior Associate, and Sawita Peetawan, Associate.
- 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 units. 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 book runners. 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.
- Thailand, 24 July 2012 – Weerawong, Chinnavat & Peangpanor represented Recap Investments Pte. Ltd. on the sale of Laguna Beach Resort.
Weerawong, Chinnavat & Peangpanor Ltd.
(WC&P) represented Recap Investments Pte. Ltd. (Recap) on a multi-phased transaction which
initially resulted in execution of a sales and purchase agreement between Recap and Outrigger Global
Holdings (Outrigger) on July 24. Recap agreed to sell Laguna Beach Resort in Phuket to Outrigger
Global Holdings for approximately US$118 million. The location of Laguna Beach Resort is
significant, as it is in the 1,000-acre Laguna Phuket integrated resort area, one of Asia’s best
holiday destinations. The
transaction is also significant from a legal perspective because it was structured to incorporate
the ‘entire business transfer’ concept, where the entity that transfers the assets will be required
to be dissolved within the same fiscal year as the transfer. This structure allows the transaction
to be exempted from certain taxes, thus also reducing transaction costs. Chinnavat Chinsangaram, Executive Partner led
the project team, with strong support from Pakdee Paknara, Partner, Joseph Merling, Senior
Associate, Pathamakorn Buranasin, Senior Associate, Sunyaluck Chaikajornwat, Senior Associate,
Anusith Doungjai, Associate and Ravipat Mullijarupongs, Associate.
- Thailand, 12 September 2012 – Weerawong, Chinnavat & Peangpanor advised on the merger and acquisition between Kiatnakin Bank Pcl. and Phatra Capital Plc.
Weerawong, Chinnavat & Peangpanor Ltd.
(WC&P) represented Kiatnakin Bank Pcl. (Kiatnakin) on its merger with Phatra Capital Plc.
(Phatra), a securities company listed on the Stock Exchange of Thailand (SET). The merged entity,
Kiatkakin-Phatra Financial Group, will offer both commercial banking and capital-market products and
services. Legal aspects of the
transaction included advising on: (i) acquisition of existing and newly issued shares of Phatra via
a share swap and a tender offer for all securities, which on closure, gave Kiatnakin 99.928 percent
of Phatra, (ii) drafting, negotiating and commenting on the share purchase and shareholders’
agreements, (iii) advising Kiatnakin on the tender process, and (iv) delisting Phatra’s shares from
the SET. The deal is valued at approximately Baht 6.2 billion (US$207 million). WC&P continues to work on the transfer of
Kiatnakin Securities and Kiatnakin Fund Management to Phatra. Peangpanor Boonklum, Executive Partner led the
project team, which also included Paradorn Leosakul, Counsel, and Pathamakorn Buranasin,
Senior Associate.
- Thailand, 29 May 2012 - Weerawong, Chinnavat & Peangpanor advised on Asia Aviation Pcl. IPO and Secondary Offering.
Weerawong, Chinnavat & Peangpanor Ltd.
(WC&P) represented 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 on
the international offering under Regulation S. Credit Suisse (Singapore) and CIMB Bank acted as
international managers, while CIMB Securities (Thailand) Co., Ltd. and Thanachart Securities Plc.
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. Asia Aviation Pcl. is the holder of 55% of the outstanding shares in Thai Air Asia
Co., Ltd. (the other 45% of which are held by AirAsia Berhad), the leading Thai low-cost carrier
which operates short-haul, point-to-point international and domestic routes. CIMB Securities (Thailand) Co., Ltd. and
Thanachart Securities Plc. 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$239.3 million (approx.) and the transactions were led by
Partners Chatri Trakulmanenate and Peangpanor Boonklum with support from project team members:
Visitsak Arunsurat, Sr. Associate, Yaowarote Klinboon, Sr. Associate, Patcharaporn Pootranon,
Associate, Kongkoch Yongsavasdikul, Associate, Chutinan Chutima, Associate, Kom Vachiravarakarn,
Associate, Aimsarin Jirasatapananon, Associate, and Thanyasin Namchan, Legal
Assistant.
- Thailand, 22 March 2012 - Weerawong, Chinnavat & Peangpanor advised on Thai Reinsurance Pcl capital increase
Weerawong, Chinnavat & Peangpanor
(WC&P) advised Thai Reinsurance Public Company Limited (THRE) on THRE’s capital increase from
(approx.) Baht 1.2 billion (US$ 39.6 million) to (approx.) Baht 3.5 billion (US$ 117.1 million) by
issuing just over 2.3 billion new ordinary shares. THRE is Thailand’s sole professional reinsurer,
offering reinsurance coverage in all major property and casualty business lines, with particular
expertise in property, casualty, engineering, marine, and life customers. Up to nearly 1.6 billion
of the newly issued shares, at an offering price of Baht 3.00 (approx. US$.10) per share, have been
allocated to existing THRE shareholders in proportion to their shareholding, and up to 742 million
of the newly issued shares have been allocated to HWIC Asia Fund under the private placement scheme.
The transaction closed on March 22, 2012 and was led by the Firm’s capital markets partner, Paradorn
Leosakul.
- Thailand, 19 March 2012 – Weerawong, Chinnavat & Peangpanor advised on Tesco Lotus IPO
Weerawong, Chinnavat & Peangpanor (WC&P) has
advised the domestic and international book runners, Phatra Securities Public Company Limited,
Merrill Lynch Far East Limited, Nomura International PLC., and The Royal Bank of Scotland N.V.,
(Hong Kong Branch), in connection with the IPO and listing of investment units in the Tesco Lotus
Retail Growth Freehold and Leasehold Property Fund (TLGF) on the Stock Exchange of Thailand. The
transaction closed on March 19 and was valued at (approximately) US$598 million. TLGF, which is
Thailand’s largest ever property fund IPO, invested in the freehold and leasehold rights of land and
buildings in 17 Tesco Stores located within Bangkok and across the country. The Firm’s capital
market partners, Peangpanor Boonklum and Kudun Sukhumananda, led the
transaction.
- Thailand, 08 March 2012 - Weerawong, Chinnavat & Peangpanor Ltd. advised Charoen Pokphand Foods on USD 2.17
Billion deal
Weerawong, Chinnavat &
Peangpanor(WC&P) has advised Charoen Pokphand Foods PCL (CPF), Thailand’s leading agribusiness
and food conglomerate, in respect of its acquisition of 74% of the shares of CP Pokphand Company Ltd
(CPP), a company listed on the Hong Kong Stock Exchange. Funding of the transaction occurred in two
stages for a total investment of approximately US$ 2.17 billion. WC&P also advised CPF on
financing of the transaction with a US$740 million syndicated loan led by Bangkok Bank as arranger,
which included Bangkok Bank, KrungThai Bank, CIMB Bank and ICBC (Thailand) as lenders. The
acquisition aimed at consolidating the structure of CPF group and involved business entities across
Asia, particularly in China and Vietnam. Partners Peangpanor Boonklum and Chatri Trakulmanenate led
on acquisition work and Counsel Passawan Navanithkul on financing aspects of the transaction.
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