Capital Markets.

Our Capital Markets practice represents both domestic and international clients in issuing equity instruments and debt securities and advises underwriters and issuers on compliance with the rules and regulations of the Thai Securities and Exchange Commission and the Stock Exchange of Thailand. We also advise on post-issue matters such as restructuring, refinancing and liability management.

Our specialists advise on the full range of available financial instruments, including initial public offerings and secondary public offerings, hybrid and complex debt instruments, such as convertible bonds, exchangeable bonds and securitisation bonds, as well as infrastructure funds and real estate investment trusts.

We regularly advise on equity offerings spanning both domestic and international IPOs and POs and equity linked products and listings on the Stock Exchange of Thailand, rights issues, private placements of shares, domestic and international debts offerings, straight bonds and medium-term note programmes, convertible bonds, hybrid bonds (perpetual bonds) and regulatory capital bonds.

We have also assisted clients with investments in Thailand to list parent company’s shares on regional stock exchanges in Singapore, Malaysia and Hong Kong, as well as to issue bonds for offerings to international investors. We also regularly advise on cross-border transactions, to ensure compliance of offshore products offered to investors in Thailand.

Wealth of Experience.

Our team advises on the most challenging transactions and has a proven record of completing on time.

Outstanding Track Record.

Our team advises on the most challenging transactions and has a proven record of completing on time.

Advanced Solutions.

Depth and scope of expertise through regular involvement in some of the most significant and innovative transactions in the Thai market.

Assured Delivery.

We understand the demands of capital market transactions and have the resources and ability to deliver in-depth advice in a timely manner.

Experience.

Recent practitioner and practice Capital Markets highlights.

Tender offer for shares in a polyester film manufacturer

Advised AGPH (Thailand) Co., Ltd. on its voluntary tender offer for all securities of Polyplex (Thailand) PCL (PTL), with a total transaction value ~THB 13.5 billion (USD 405.6 million). The tender offer covers up to 900,000,000 ordinary shares, representing 100% of PTL’s total issued and outstanding voting shares, at an offer price of THB 15.00 per share. Our scope of work included advising on all Thai law aspects of the tender offer, including the transaction structure, regulatory compliance under the Thai securities and takeover regulations, preparation and review of the tender offer documentation, coordination with the relevant regulatory authorities, and ongoing legal support throughout the offer process. The tender offer was launched on 29 June 2026, with the tender offer period running from 30 June 2026 to 5 August 2026.

JustCo SGX Initial Public Offering

Advised JustCo Holdings Pte. Ltd., a leading Asia-Pacific flexible workspace operator, on its initial public offering (IPO) and listing on the Mainboard of the Singapore Exchange (SGX), raising ~SGD 100 million in gross proceeds through the issuance of 32.1 million shares and 74.3 million cornerstone shares at SGD 0.94 per share. The transaction supports JustCo’s regional expansion strategy across Asia-Pacific, including the continued development of its operations in Thailand and the broader scaling of its network from 54 to over 100 centres across 12 major APAC cities by 2029. Our scope of work included advising on all Thai law aspects of the offering, conducting legal due diligence on the Thailand subsidiaries, advising on regulatory compliance, employment matters, and commercial lease frameworks relevant to flexible workspace operations, and assisting with the verification and disclosure process for the IPO prospectus and offering documents.

Represented EG Industries Bhd. in a partial tender offer for NDR

Advised EG Industries Bhd. on its partial voluntary tender offer to acquire up to 17.51% of the total issued and paid-up shares in N.D. Rubber PCL (NDR), a Thailand-based manufacturer of rubber components serving the automotive and industrial sectors, at an offer price of THB 1.50 per share, with an aggregate transaction value of approximately THB 120 million. The scope of work included advising on the structuring and execution of the tender offer, preparing and filing submissions with the Thai Securities and Exchange Commission, and ensuring compliance with applicable Thai capital markets and takeover regulations.

Frasers Property’s acquisition of NSC

Advised Frasers Property (Thailand) PCL in connection with the acquisition of all issued and paid-up shares in Nong Suea Chang Chonburi Co., Ltd. (NSC) by Frasers Property Industrial Estate Co., Ltd., its wholly owned subsidiary, for a total transaction value of approximately THB 3.7 billion (~USD 118 million). The transaction resulted in the company acquiring a 100% equity interest in NSC from the existing shareholders. The acquisition was completed on 6 February 2026, following which NSC became a wholly owned subsidiary of the company. NSC holds over 2,400 rai of strategically located land in Chonburi Province. The acquisition supports the development of a new industrial estate to meet continued demand for high-quality industrial space in the Eastern Economic Corridor (EEC). Our role included conducting legal due diligence, advising on transaction structuring, drafting and negotiating the transaction documents, preparing required disclosures in compliance with SEC and SET regulations, assisting with the shareholder approval process, and advising on completion mechanics through to closing.

Noble’s major shareholder voluntary partial tender offer

Advised Mr. Frank Fung Kuen Leung on his voluntary partial tender offer to acquire up to 15.00% of the ordinary shares of Noble Development PCL (SET: NOBLE) at an offer price of THB 2.32 per share, with an aggregate transaction value of THB 476.5 million (~USD 15.2 million). The tender offer closed on 20 January 2026. Upon completion, Mr. Leung increased his equity stake in NOBLE from 19.46% to 33.30%, reflecting his long-term investment conviction in Thailand’s property development sector and the strategic use of Thailand’s partial tender offer regime. The advisory work covered all aspects of the transaction, including the structuring and implementation of the voluntary partial tender offer, compliance with applicable capital markets and public takeover regulations, and the client’s financing arrangements. The transaction highlights a strong track record in advising on voluntary partial tender offers involving SET-listed companies under Thai securities laws.

Advised Plan B Media on acquisition of Hello Bangkok LED and issuance of shares to VGI

Advised Plan B Media PCL on its acquisition of Hello Bangkok LED Co., Ltd. for a total consideration of ~THB 4 billion (~USD 123 million). The transaction involved the purchase of shares from two sellers, including Roctec Global PLC, a company listed on the Stock Exchange of Thailand. Our role included conducting legal due diligence, advising on the transaction structure, drafting and negotiating the Share Purchase Agreement, and providing guidance on regulatory compliance, including capital markets regulations. We also assisted with the completion process and related post-closing matters. As part of the same transaction, we also advised Plan B Media on the issuance and private placement of 285,714,286 new ordinary shares to select investors, including VGI Public Company Limited. This capital raise, amounting to over THB 2 billion, was undertaken to fund the acquisition. Plan B Media significantly enhances its advertising footprint and reach in high-potential locations such as business districts and areas with high traffic.

CGIF guarantee supporting THB-Denominated bond issuance

Advised the Credit Guarantee and Investment Facility (CGIF), a trust fund of the Asian Development Bank on its proposed THB 1.5 billion (~ USD 41 million) guarantee to the investor in fully THB-denominated bonds to be issued by Northeast Rubber Public Company Limited. The scope of work included drafting and negotiating bond documentation governed by Thai law, preparation and review of all related transaction documents, including bond issuance agreements, guarantee documentation and advising on Thai law issues, including securities regulations and corporate governance.

Establishment of USD 2B multicurrency debt issuance program

Advised Thai Beverage Public Company Limited (ThaiBev) on the successful establishment of its US$2 billion multicurrency debt issuance program. Under the program, ThaiBev may issue notes and perpetual securities denominated in any currency, offering enhanced flexibility to access a wide range of capital markets.

Park Court Living debentures with condominium collateral

Advised Park Court Living Company Limited in connection with the issuance of THB 470 million THB-denominated debentures secured by a mortgage over 35 condominium units, with a total collateral value of THB 1.2 billion  (~ USD 36 million). The transaction featured a real estate-backed structure, with an escrow arrangement established to direct rental income from the mortgaged units toward servicing interest payments to debentureholders. Our role included advising on the legal structuring and implications of the mortgage, preparing, negotiating, and finalising the mortgage agreement, and coordinating with the relevant land office to ensure proper execution and registration. We were also responsible for structuring the escrow mechanism and supporting the review and finalisation of key real estate-related agreements, such as the Debentureholder Representative Agreement and the Registrar Agreement. Our involvement ensured legal and regulatory compliance while effectively securing the financing structure through real estate assets.

Advising Pro Inside PCL on its IPO and listing on the MAI

Advised Pro Inside Public Company Limited on its IPO, providing full legal support during its transition to a public company and successful listing on Thailand’s Market for Alternative Investment (MAI), including the offering of 140,000,000 ordinary shares. Our advice included legal due diligence, ensuring compliance with SEC and SET regulations, and addressing conflict-of-interest issues related to the Spin-Off transaction with SKY ICT Public Company Limited. We worked closely with the Company and stakeholders, actively participating in key meetings to ensure a smooth IPO process. Pro Inside’s shares were successfully listed and began trading on the MAI on January 20, 2025.

IPO filing advice for the largest home improvement retailer

Represented MR. D.I.Y. Thailand, a leading home improvement retailer, in its IPO submission. The filing was submitted to the Office of the Securities and Exchange Commission of Thailand on 6 September 2024.​

Landmark GULF-INTUCH energy and telecommunications merger

Represented Intouch Holdings Plc (INTUCH) and Singapore Telecommunications Ltd, a major shareholder in INTUCH and ADVANC, in their strategic plan to merge with Gulf Energy Development Plc. (GULF), a landmark amalgamation that combines the strengths of three regional industry giants in the telecommunications and energy sectors. This transaction involves five listed entities on the Stock Exchange of Thailand (SET): GULF, INTUCH, ADVANC, THCOM, and one entity listed on the Singapore Exchange (SGX): Z74, commonly known as “Singtel”. The combined expertise promises to benefit all companies and stakeholders involved, resulting in the creation of a major new regional entity in the energy and telecommunications business. The amalgamation between GULF and INTUCH will result in the formation of a newly listed public limited company, and conditional voluntary tender offers (VTO) for Advanced Info Service Public Company Limited (ADVANC) and Thaicom Public Company Limited (THCOM). This transformative deal aims to simplify shareholding structures and diversify business operations by uniting the energy and digital sectors. Valued at over THB 200 billion (~ USD 5.5 billion), the transaction was announced on 16 July and is expected to close in Q2 of 2025.

Experts.

Latest News.

  • Pathorn Towongchuen recognized by Asian Legal Business as one of Asia’s Super 50 Disputes Lawyers in 2026

    ALB recognizes Pathorn Towongchuen as a 2026 ALB Asia Super 50 Disputes Lawyer

  • Thailand tightens regulations on foreign investment and anti-nominee measures

    On 14 July 2026, Thailand’s Department of Business Development (DBD) issued Order No. 2/2569, introducing enhanced documentary requirements aimed at preventing the use of nominee shareholders to circumvent the foreign ownership restrictions under the Foreign Business Act B.E. 2542 (1999) (FBA). Effective from 1 August 2026, the Order consolidates and replaces two earlier DBD orders, while expanding the evidence required to verify that Thai shareholders are genuine investors and beneficial owners of their interests. In this Insight Krittiya Wuddhihiranpreeda, Thanchanok Engsrisawang, Kanatat Damrongchaitham, Nutcha Maneein, and William Wollmann examine the key changes introduced by Order No. 2/2569, including the new requirements for incorporations and corporate amendments involving foreign participation, and consider the practical implications for businesses and investors operating in Thailand.

  • Understanding Thailand’s new framework for Related Party Transactions and Material Transactions

    On 1 July 2026, Thailand’s Securities and Exchange Commission (SEC) introduced a fundamentally revised regulatory framework for Related Party Transactions (RPTs) and Material Transactions (MTs) applicable to companies listed on the Stock Exchange of Thailand (SET) and the Market for Alternative Investment (mai). While attention has largely focused on specific rule changes, the reform represents a broader shift in the SEC’s approach to transaction oversight, corporate governance, and investor protection. In this Insight Arnut Pongprueksa, Maythawi Boonyapinyo, Thananya Chaikamonsuk, and Parithat Chamnongsilp outline the key themes underpinning the new framework, highlighting the most significant regulatory developments, and outline the practical implications for listed companies.

  • TTT+Partners advises AGPH on its voluntary tender offer for Polyplex

    TTT+Partners advises on tender offer for polyester film manufacturer

Other Practices.

Mergers & Acquisitions

Innovative solutions that span the full deal lifecycle.

Corporate Governance

A pro-active and integral part of your team.

Foreign Direct Investment

Enabling and securing your investment in Thailand.

Our Solutions.

Trusted.

Our team has an outstanding reputation for providing solutions to even the most complex issues. Yet, it is our consistency that sets us apart, and has earned the trust of many of Thailand’s leading executives.

Thorough.

We pride ourselves on the depth and quality of our analysis, which allows us to confidently formulate solutions that are optimised and provide tangible benefits to our clients.

Transformative.

Beyond completion, we strive for transformation. Our advice is always based on a full understanding of client needs, resulting in solutions that deliver a lasting positive impact.

Contact Us.

Call us on +66 (0)20 805 699