Deal Announcements

  • 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. 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 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
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    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
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    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
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    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.
     

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