1.Legislation and Regulations

• Engaged by the Government of Thailand, Office of the Eastern Economic Corridor (EEC) in the drafting of the law governing PPP in the EEC area, its subordinate regulations and the subsequent guidelines regarding the PPP mechanism and projects in the EEC area. The precedents set in these laws and regulations will be the pilot laws for the PPP framework in Thailand, to be reflected in the law governing all PPP in Thailand. The law will provide a complete framework starting from the planning of PPP projects by each government agency, all the way to the signing and completion of a PPP project.
   
• Engaged by the Government of Thailand, State Enterprise Policy Office (SEPO), Ministry of Finance in the drafting of the new Public Private Partnership Act B.E. 2562 (2019) (replacing the Private Investment in State Undertaking Act B.E.2556 (2013)), governing the development of all infrastructure in Thailand. The new law enables investment in various new infrastructure projects, such as rail, airport, port, road and digital technology. The firm also provided seminars on the new legal framework for officials of the relevant state agencies in 2017-2018. The law came into force in March 2019. 
   
• Engaged by the Government of Thailand, State Enterprise Policy Office (SEPO), Ministry of Finance in the drafting of Regulation of the Ministry of Finance on Disposal and Purchase of Shares Owned by the Ministry of Finance B.E. 2562. (2019)
   
• Presented seminars for officials of the Government of Thailand, State Enterprise Policy Office (SEPO), Ministry of Finance to provide the knowledge base for: the strategic plans to encourage private investors to participate in infrastructure projects in 2015-2025; and the subordinate legislation in accordance with the Private Investment in State Undertaking Act B.E. 2556.
   
• Engaged by the Government of Thailand, State Enterprise Policy Office (SEPO), Ministry of Finance on the drafting of sub-regulations and guidelines under the Private Investment in State Undertaking Act B.E.2556 (2013) for PPP in joint investments with state agencies. This includes advice on policy and procedures for terms of reference, invitations for bidding, notifications, the selection process, calculation of the value of projects, as well as standardization of PPP contracts and amendment of contracts. (2015-2016).
   
• Presented seminars at the State Enterprise Policy Office (SEPO) conference on 22 June 2015. Mr. Pongpanu Svetarundra, Deputy Permanent Secretary of Ministry of Finance, and Chief of Property Group, presided over the ceremony. Mr. Kulit Sombatsiri, director general of SEPO joined the seminar. 
   
• Participated in the Government of Thailand meetings of the committee for public-private partnerships chaired by the Prime Minister of Thailand regarding policy and procedures for terms of reference, invitations for bidding, notifications, the selection process, and calculation of the value of projects, as well as standardization of PPP contracts and their amendments. 2015
   
• Advised the Asian Development Bank on the implementation of Integrity Pacts, agreements between government agencies and bidding companies to abstain from corrupt practices in public procurement. (2015-2016)

2.Infrastructure Projects, Public Private Partnership Contracts and Concession Contracts

• Representation of the Government of Thailand, Office of the Eastern Economic Corridor (EEC) in the public private partnership agreement to develop the Laem Chabang Port Phase 3 Terminal F valued at THB 30,871 (USD 926 million). This port is in a strategic location and is envisioned to service the transport of goods between Thailand and ASEAN countries. GPC International Terminal Company Limited (GPC), a joint venture company in which Gulf Energy Development Public Company Limited holds equity interest of 40% with PTT Tank Terminal Company Limited and Chec Oversea Infrastructure Holding Pte. Ltd., which hold equity interests of 30% and 30%, respectively, have entered into a Public Private Partnership  agreement with the Port Authority of Thailand to develop and operate the Laem Chabang Port Phase 3, Terminal F project, which is located in Tungsukla subdistrict, Sriracha district, Chonburi province. The agreement was signed on 25 November 2021.
   
• Engaged by the Government of Thailand, Department of Highways (DOH) as an advisor in connection with its first public private partnership project in 20 years, the operations and maintenance contracts for the Bang Pa-in – Nakhon Ratchasima Intercity Motorway (M6) and the Bang Yai – Kanchanaburi Intercity Motorway (M81). These THB 39.1 billion (USD 1.15 billion) (THB 21.3 billion for M6 and THB 17.8 billion for M81) deals are the first two projects for the government’s “Master Plan of Intercity Motorways” projected to be carried out throughout the years 2017 – 2036, comprising 21 highway routes connecting numerous provinces across Thailand. The firm’s work focused on drafting and advising the DOH on its various project agreements and negotiating on behalf of the DOH with the private parties. The firm also assisted the DOH in the drafting all of the bidding documents, e.g., request for proposals and analyzing the results of market sounding. The contract was signed on 29 September 2021.
   
• Representation of the Government of Thailand, Office of the Eastern Economic Corridor (EEC) in the agreement to develop the Thailand Genome Sequencing Center under the Genomics Thailand Master Plan. The project is one of the Thai government’s efforts to enhance the country’s public health and medical industry and to transform Thailand into a regional hub for medicine. THB 750 million (USD 24 million)
   
• Representation of the Government of Thailand, Office of the Eastern Economic Corridor (EEC) in the public private partnership agreement signed by the Industrial Estate Authority of Thailand and Gulf MTP LNG Terminal for the Third Phase of the Map Ta Phut Port Project valued at THB 55.4 billion (USD 1.8 billion). The Third Phase of the Map Ta Phut Port Project is an infrastructure project for the petroleum industry and is designed to facilitate the annual shipment of 19 million tonnes of natural gas and liquid cargo. The Gulf MTP LNG Terminal is a joint venture between Gulf Energy Development and PTT Tank Terminal. Weerawong C&P assisted in the negotiation and drafting of the concession agreement, as well as presenting key concession agreement terms to the EEC Policy Committee chaired by Prime Minister Prayut Chan-o-cha. The PPP agreement was signed on 1 October 2019. 
   
• Representation of CAT Telecom Public Company Limited (CAT) in relation to undertaking aa public-private partnership (concession) project for Digital Park Thailand, a new THB 10 billion (USD 300 million) business community and digital ecosystem with a vibrant mix of office, residential, education and lifestyle spaces creating a new data hub strategically located in Chonburi province. The park is designed to play an important role in the ASEAN Economic Community, with ultra-high-speed broadband infrastructure powered by CAT Public Company Limited, international submarine cable station, data center and satellite station. 
   
• Representation of the Government of Thailand, Office of the Eastern Economic Corridor (EEC) in the public-private partnership agreement to develop the THB 220,000 million (USD 7.2 billion) high-speed rail project linking Suvarnabhumi, Don Mueang and U-Tapao airports, including negotiating and leading the drafting of the concession agreement, as well as presenting key concession agreement terms to the EEC Policy Committee chaired by Prime Minister Prayut Chan-o-cha. The high-speed rail link is the biggest PPP concession project in Thailand and the first concession granted on a high-speed train project. The main private sector project operators include Charoen Pokphand Group (CP), Italian-Thai Development Public Company Limited (ITD), China Railway Construction Corporation Limited (CRCC), CH. Karnchang Public Company Limited (CK) and Bangkok Express and Metro Public Company Limited (BEM). The agreement was signed at Government House on 24 October 2019.
   
• Representation of the Government of Thailand, Office of the Eastern Economic Corridor (EEC), in the U-Tapao Airport and Eastern Aviation Development Project joint investment agreement for the development of U-Tapao Airport and Eastern Aviation City. The new airport is part of the Ministry of Transport development plan to create Thailand’s Eastern Airport City and regional aviation hub. The private sector company that received the concession is the BBS Joint Venture (consisting of Bangkok Airways, BTS Group Holdings and Sino-Thai Engineering and Construction). The agreement was signed at Government House on 19 June 2020 and witnessed by Prime Minister Prayut Chan-o-cha. The project has an investment value of nearly THB 300,000 million (USD 10 billion). (Closed)
   
• Representation of the Government of Thailand, Office of the Eastern Economic Corridor (EEC) in the agreement to develop the Laem Chabang Deep Sea Port valued at THB 150 billion (USD 4.8 billion). This port is in a strategic location and is envisioned to service the transport of goods between Thailand and other ASEAN countries. The firm works closely with the EEC in reviewing the bidding documentation (business case and the request for proposals), reviewing bidding submissions, drafting and negotiating the concession agreement for the project. 
   
• Representation of the Government of Thailand, Office of the Eastern Economic Corridor (EEC) and Thai Airways Public Company Limited as an advisor for the Thai-Airbus Maintenance Repair Overhaul Centre. The first of its kind, the THB 10.3 billion (USD 330 million) centre will be based in the U-Tapao International Airport to serve the maintenance requirements of aircrafts. 
   
• Representation of Bangkok Mass Transit System Public Company Limited (BTSC) on the renewal of the concession contract for the Green Line, as well as the related PPP regulations under Clause 44 of the Constitution of Thailand. The Green Line is the first and the main sky train line passing through all central business districts of Bangkok. This renewal contract includes both the main line and the extensions, with a total distance of 60 km. (2019-2020). THB 300 billion (USD 9.8 billion)
   
• Representation of the Bangkok Mass Transit System Public Company Limited (BTSC) in relation to public procurement and engineering, procurement and construction agreements for the extension of the mass transit Green Line (North-South) from Bearing to Samutprakan and Mo Chit to Kukot. The Green Line is the first, largest and most important mass transit in Thailand since its route covers the centre of Bangkok and central business district areas. THB 52.97 billion (USD 1.6 billion) (Closed)
   
• Representation of Northern Bangkok Monorail Company Limited in relation to the PPP agreement for Bangkok’s Pink Line monorail with the Mass Rapid Transit Authority (MRTA) of Thailand. The joint venture comprises BTS Group Holdings, Sino-Thai Engineering & Construction Public Company Limited and Ratchaburi Electricity Generating Holding Public Company Limited. This large infrastructure project is the first monorail in Thailand. It is also the first PPP model for the development of a mass transit system involving a private party responsible for key roles, e.g. design, build, operate and maintain. THB 50 billion (USD 1,596 million) (Closed)
   
• Representation of Northern Bangkok Monorail Company Limited in relation to the engineering, procurement and construction agreements for the construction of Bangkok’s Pink Line monorail with the Mass Rapid Transit Authority (MRTA) of Thailand. The joint venture comprises BTS Group Holdings, Sino-Thai Engineering & Construction Public Company Limited and Ratchaburi Electricity Generating Holding Public Company Limited. This large infrastructure project is the first monorail in Thailand. THB 50 billion (USD 1,596 million) (Closed)
   
• Representation of Eastern Bangkok Monorail Company Limited in relation to the engineering, procurement and construction agreements for the construction of Bangkok’s Yellow Line monorail in a public-private partnership (PPP) with the Mass Rapid Transit Authority (MRTA) of Thailand. The joint venture comprises BTS Group Holdings, Sino-Thai Engineering & Construction Public Company Limited and Ratchaburi Electricity Generating Holding Public Company Limited. THB 53 billion. (USD 1,692 million) (Closed)
   
• Representation of Eastern Bangkok Monorail Company Limited in relation to the PPP agreement for Bangkok’s Yellow Line monorail in a public-private partnership (PPP) with the Mass Rapid Transit Authority (MRTA) of Thailand. The joint venture comprises BTS Group Holdings, Sino-Thai Engineering & Construction Public Company Limited and Ratchaburi Electricity Generating Holding Public Company Limited. THB 53 billion. (USD 1,692 million) (Closed)
   
• Engaged by the Government of Thailand, Port Authority of Thailand (PAT) as an advisor to assist in the reorganization of its legal department and legal procedures. The firm’s work focused on proposing a reorganization of the department, manual and procedures, including guidelines for amending the Port Authority of Thailand Act, B.E. 2494 (1951) in order to achieve the vision of the PAT to regulate, govern and operate world class ports with excellent logistics services for sustainable growth by 2030. (2018)
   
• Engaged by the Government of Thailand, Port Authority of Thailand to advise on 14 public private partnership projects in 2018-2019.
   
• Engaged by the Government of Thailand, Port Authority of Thailand in the review, analysis and recommendations on the rights and obligations of the state party under public-private partnership contracts for six port projects, including a report on issues in relation to state benefits and standardization of PPP contracts as outlined in State Enterprise Policy Office (SEPO) guidelines. (2016)
   
• Engaged by the Government of Thailand, Department of Highways as an advisor in relation to the THB 30.6 million (USD 979 million) Rangsit – Bang Pa-in Intercity Motorway. The firm’s work is focused on drafting, revising, and advising the DOH on its various project agreements and negotiating on behalf of the DOH with private entities. The firm has assisted the DOH in drafting the bidding documents. The firm will also assist the DOH in conducting and analyzing the results of market sounding.

3.Engineering Procurement and Construction, Operation and Maintenance and Engineering and Manufacturing Contracts

• Representation of the Bangkok Mass Transit System Public Company Limited (BTSC) in relation to public procurement and engineering, procurement and construction agreements for the extension of the mass transit Green Line (North-South) from Bearing to Samutprakan and Mo Chit to Kukot. The Green Line is the first, largest and most important mass transit in Thailand since its route covers the centre of Bangkok and central business district areas. THB 52.97 billion (USD 1.6 billion) (Closed)
   
• Representation of Northern Bangkok Monorail Company Limited in relation to the engineering, procurement and construction agreements for the construction of Bangkok’s Pink Line monorail with the Mass Rapid Transit Authority (MRTA) of Thailand. The joint venture comprises BTS Group Holdings, Sino-Thai Engineering & Construction Public Company Limited and Ratchaburi Electricity Generating Holding Public Company Limited. This large infrastructure project is the first monorail in Thailand. THB 50 billion (USD 1,596 million) (Closed)
   
• Representation of Eastern Bangkok Monorail Company Limited in relation to the engineering, procurement and construction agreements for the construction of Bangkok’s Yellow Line monorail in a public-private partnership (PPP) with the Mass Rapid Transit Authority (MRTA) of Thailand. The joint venture comprises BTS Group Holdings, Sino-Thai Engineering & Construction Public Company Limited and Ratchaburi Electricity Generating Holding Public Company Limited. THB 53 billion. (USD 1,692 million) (Closed)
   
• Entrusted by the Government of Thailand, Port Authority of Thailand to review, analyze and provide recommendations on the rights and obligations of the state party under public-private partnership contracts for six port projects, including a report on issues in relation to state benefits and standardization of PPP contracts as outlined in State Enterprise Policy Office (SEPO) guidelines. (2016)

4.Banking and Finance

• Representation of BTS Group Holdings Public Company Limited in the financing for Northern Bangkok Monorail Company Limited and Eastern Bangkok Monorail Company Limited in respect of the new mass transit Pink Line (Khae Rai - Min Buri) and Yellow Line (Lat Phrao - Samrong) monorail systems, respectively. The two monorail companies are jointly invested in by BTS Group Holdings Public Company Limited, Sino-Thai Engineering & Construction Public Company Limited and Ratchaburi Electricity Generating Holding Public Company Limited. The financing for each project is THB 31,680 million (approximately USD 950 million), with facilities of THB 63,360 million (approximately USD 1,900 million) in total. The financiers are Bangkok Bank, Krung Thai Bank and The Siam Commercial Bank. The deal closed on 12 October 2017. Project Finance Deal of the Year, Asian Legal Business SE Asia Law Awards, 2018

5.Capital Markets

• Representation of Bangkok Mass Transit System Public Company Limited in connection for the issuance and offering of THB denominated unsecured and unsubordinated Green Bonds No.1/2021 under the Medium Term Note Program. The total offering size was THB 10.2 billion.
   
• Representation of BTS Group Holdings Public Company Limited in connection for the issuance and offering of THB denominated unsecured and unsubordinated Bonds No.1/2021 under the Medium Term Note Program. The total offering size was THB 14 billion.
   
• Representation of the Expressway Authority of Thailand in connection with the THB 45 billion initial public offering of Thailand Future Fund (“TFFIF”). TFF was offered to international investors under Rule 144A and local investors and are listed on the Stock Exchange of Thailand (SET). TFFIF invests in the right to receive 45% of the Net Toll Revenue collected from the existing routes of the Chalong Rat and Burapha Withi Expressways for a 30-year period from October 29, 2018 (the Transfer Revenue date in accordance with the Revenue Transfer Agreement). Trading commended on 31 October 2018.
   
• Represented Bangkok Mass Transit System Public Company Limited (BTSC) on the issue of THB 22 billion (approximately USD 618 million) senior unsecured debentures in multiple tranches and with maturities up to 2026. The debentures were issued to finance the electrical and mechanical systems of the Green Line sky train extensions (north - south) and other BTSC investments. Bangkok Bank Public Company Limited, Bank of Ayudhya Public Company Limited, The Hongkong and Shanghai Banking Corporation Limited and Phatra Securities Public Company Limited acted as underwriters. These are the first debentures issued by BTSC since its public offering of debentures in 2009 and were issued in a placement to institutional and high net-worth investors. The debentures are rated “A” with stable outlook by Tris Rating Co., Ltd. and “A(tha) with stable outlook by Fitch Ratings Thailand Limited. 10 November 2016
   
• Represented Jasmine International Public Company Limited (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 on16 February 2015.
  
  The transaction involved complex work within a multitude of legal areas (including capital markets, telecommunications, 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 11 February 2015.
   
• 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 20.8 billion (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 commenced on 13 July 2015.
   
• Representation of Bangkok Mass Transit System Public Company Limited (BTSC), the concessionaire that operates the sky train system in Bangkok, and its parent company BTS Group Holdings Public Company Limited (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 to date, 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 fare box 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.

Feasibility studies, presentations and recent experience on infrastructure funds

• Acting as legal advisor to Electricity Generating Authority of Thailand in relation to producing a feasibility study on infrastructure fund establishment. The study was done in December 2011.
   
• Acting as legal advisor to Metropolitan Waterworks Authority of Thailand in relation to producing a feasibility study on infrastructure fund establishment. The study was done in March 2011, and it was the first official study of a state-owned enterprise in Thailand, which was also presented to the Ministry of Finance. 
   
• Presenting on Infrastructure Fund Regulations in Thailand to a number of financial institutions and companies with the potential to set-up an infrastructure fund; mainly focusing on the legal implications of infrastructure funds in Thailand and the expected legal and contractual issues for implementation of such infrastructure fund.
   
• Providing speakers on topics of interest, particularly infrastructure fund related (regulatory, tax, and other implications), to Stock Exchange of Thailand members.
   
• Representation of BTS Group Holdings Public Company Limited (BTSG) and Bangkok Mass Transit System Public Company Limited (BTSC) in connection with establishment of an infrastructure fund relating to BTS Sky Train System, including the offering of units in Thailand and to international investors under Rule 144A/Regulation S and listing of the units on the Stock Exchange of Thailand (SET).  This remarks the largest IPO out of Thailand to date.
   
• Representation of SPCG Public Company Limited and Kasikorn Asset Management Co., Ltd. on the establishment of an infrastructure fund.