Wittaya Kaewkungsadan

Partner


Contact Details

T: +662 264 8000
F: +662 657 2222
Email:

Wittaya Kaewkungsadan has over 20 years’ expertise in debt and equity market transactions.  He has advised on many major transactions in Thailand, including Kerry Express IPO; BCP spin-off from Bangchak; BJC capital increase of THB 214 billion in connection with the acquisition of Big C; WHA THB 40.5 billion acquisition in Hemaraj; GPSC IPO; EGATIF IPO; and BDMS offering of the first Thai Baht denominated zero coupon convertible bond issued by a Thai issuer, among others. Wittaya is the author of Public Mergers and Acquisitions in Thailand, Practical Law.

Recent Transactional Experience

Assisted Thai Oil Public Company Limited on its Reg S offering worth USD 315 million.

Representing Frasers Property Thailand Industrial Freehold & Leasehold REIT (FTREIT) in the offering and allocation of not exceeding 220,000,000 trust units in its fourth capital increase by means of a General Mandate to existing trust unitholders, using the method of Preferential Public Offering (PPO). The total value of this offering was approximately THB 2,090 million.

Representation of Frasers Property (Thailand) Public Company Limited (FPT), on the acquisition of the entire share capital of TCCCL Sena Co., Ltd. (TCCCL Sena), the developer of The Royal Residence, a luxury residential project in Bangkok, through Sathorn Property Management Co., Ltd., in which FPT holds a 100% equity stake and indirectly becomes the major shareholder of TCCCL Sena. The transaction was valued at THB 591 million and closed on 2 December 2021.

Representation of The One Enterprise Public Company Limited, a leading content creator and a major digital television channel operator in Thailand, in connection with its THB 4.2 billion (USD 126 million) initial public offering (“IPO”) of the company and listing of its shares on the Stock Exchange of Thailand. The IPO is the highest valued in the Thai capital market media sector. Kiatnakin Phatra Securities Public Company Limited is the company’s financial advisor and lead arranger. Trading commenced on the SET on 5 November 2021.

Representation of PTT Oil and Retail Business Public Company Limited (OR) on the initial public offering of its shares to domestic institutional and retail investors as well as international institutional investors under Rule 144A/Regulation S of the US Securities Act and the listing of its shares on the Stock Exchange of Thailand. The size of OR’s IPO is approximately THB 54 billion, equivalent to USD 1.8 billion (including the offering of the over-allotment shares). This is a landmark transaction as it is considered the 2nd largest IPOs of a Thai company.  Its shares were heavily over-subscribed by approximately 480,000 retail investors, the largest number of retail investors subscribing for shares in an IPO in the history of the Thai capital markets.  Due to its popularity, OR shares were fast-tracked into the calculation of the SET 50 and SET 100 indices within 3 business days after the first day of trading. 11 February 2021

Representation of Advanced Info Service Public Company Limited, the largest mobile telecommunications operator in Thailand, in the acquisition of a majority stake in CS Loxinfo Public Company Limited, one of Thailand’s leading internet and media business companies, from Singapore Telecommunications Limited and Thaicom Public Company Limited in a voluntary tender offer by its subsidiary, Advanced Wireless Network Co., Ltd (AWN) and the subsequent delisting tender offer by AWN. The deal valued at THB 2.6 billion (USD 78.57 million) closed in October 2017.

Representation of Frasers Property (Thailand) Public Company Limited, a leading provider of integrated real estate platforms, in its THB 19 billion acquisition of 94.5 per cent of securities in SET-listed Golden Land Property Development Company Limited (GOLD), a leader in residential and commercial real estate development. The deal closed 14 August 2019.

Representation of BDMS Public Company Limited in the acquisition of land and buildings of the Park Nai Lert Hotel. This is the biggest acquisition of land and buildings without business in Thailand and will be developed as a wellness clinic.

Representation of BCPG Public Company Limited (BCPG), the renewable power subsidiary of diversified oil refiner Bangchak Petroleum Public Company Limited (BCP), in its THB 5.9 billion (USD 170.5 million) initial public offering of 590 million newly issued shares to a specific group of BCP shareholders and to public and institutional investors and the company's patronage. BCPG plans to expand its renewable power projects domestically and internationally. The first day of trading was on 28 September 2016.

Representation of Berli Jucker Public Company Limited in its capital increase of THB 214 billion (USD 6.04 billion) via rights offering and private placement. The proceeds were applied to loans for the acquisition of Bic C Super Centre Public Company Limited. The deal closed in July 2016.

Representation of WHA Corporation Public Company Limited (WHA) in the acquisition of 92.88 percent of total shares in Hemaraj Land & Development Public Company Limited (Hemaraj) for THB 40.5 billion (approximately USD 1.15 billion). WHA acquired 22.53 percent of Hemaraj at 4.50 baht per share from major shareholders and acquired the remaining shares through a tender offer. The acquisition was financed via a rights issue, as well as loans. Weerawong C&P also advised on the financing and rights issue.

Representation of the Electricity Generating Authority of Thailand (EGAT), the largest power generator in Thailand, and Krung Thai Asset Management Public Company Limited (KTAM), the fund manager, on the initial public offering of North Bangkok Power Plant Block 1 Infrastructure Fund, Electricity Generating Authority of Thailand (EGATIF) which 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.

 Representation of Global Power Synergy Company (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 18 May 2015.

Representation of Scan Inter Public Company Limited (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 commenced on the Stock Exchange of Thailand on 23 February 2015.

Representation of Country Group Securities Public Company Limited (CGS) on a first-of-its-kind deal under the Notification of the Capital Market Supervisory Board Re: Shareholding and management restructuring of listed companies (Notification No. Tor. Jor. 34/2552), in connection with the corporate restructuring of the company by setting up Country Group Holdings Public Company Limited (CGH) 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 transaction was completed on 8 January 2015.

Representation of 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 was 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.

Representation of GMM Grammy Public Company Limited on the acquisition by its subsidiary, GMM Z Trading Co., Ltd., of shares in CTH LCO Co., Ltd. , a subsidiary of CTH Cable Thai Holding Public Co., Ltd., a leading pay-TV operator, via share swap transaction. The synergies of two leading operators create strong broadcasting platforms in both the cable and the satellite systems in the country. The value of the transaction was THB 1.03 billion and the deal closed on 31 July 2014.

Representation of Finansa Asset Management Limited in the capital increase of Trinity Freehold and Leasehold Property Fund (TNPF) through a public offering of the investment units for the acquisition of Glow Studio and Mall, a serviced apartment and shopping complex, located in the central area of Silom, in the form of freehold and leasehold right from Trinity Assets Co., Ltd. and related sponsors. The deal value was THB 700 million.

Representation of KPN Group Corporation Limited as deal counsel in regard to establishing a property fund for public offering under the applicable securities laws and regulations, for which Kasikorn Asset Management Co., Ltd. acted as a fund management company.

Representation of the management and a group of investors on share acquisition in Bangkok Ranch Public Company Limited through a management buyout, and financing of the transaction through a leveraged buyout. The transaction was valued at USD 190 million (approx).

Publications

‘Thailand’, Chambers Global Practice Guides – Corporate M&A, Chambers and Partners, 2022-2024

Education

Diploma, Information Technology
Windsor Institute of Commerce and Languages, Australia, 2004

LL.B., (1st Class Honors)
Chulalongkorn University, 1999

Lawyer License, admitted 2001

Citizenship

Thai

Languages

Thai, English

Recent Accolades

Recommended Lawyer – Capital Markets, The Legal 500, 2022-2023

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