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

Park Court Living debentures with condominium collateral

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

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

Media company aiming to expand its stake in broadcast business

Represented GMM Grammy Public Company Limited (Grammy) in securing a call option agreement with Mr. Pitharn Ongkosit as the grantor. This agreement grants Grammy the exclusive right to acquire shares in a holding company wholly owned by Mr. Ongkosit, with its principal asset being a 10% equity stake in The ONE Enterprise Public Company Limited (ONEE), one of the industry leaders in media and entertainment. The exercise period for this option expires in February 2025, with the transaction’s total value surpassing THB 900 million (~ USD 25 million).

Thai fertility clinic IPO

Represented Safe Fertility Group Public Company Limited, a company providing comprehensive fertility services with cutting-edge medical technology in Thailand, and North Haven Thai Private Equity L.P., a fund managed by Morgan Stanley, in their initial public offering of its 76,746,800 ordinary shares and listing of its shares on Stock Exchange of Thailand (SET).

Liability Management for PTTEP

Represented PTTEP in its liability management exercise. The transaction consisted of a transfer of all outstanding debentures of the USD 490,000,000 Senior Debentures due in 2042 issued by PTTEP Canada International Finance Limited (PTTEP CIF) and guaranteed by PTTEP (the “2042 Notes”) to PTTEP Treasury Center Company Limited (PTTEP TC); and a tender offer by PTTEP TC to purchase the 2042 Notes and the USD 650,000,000 Senior Debentures due in 2059 issued by PTTEP TC, and guaranteed by PTTEP (the “2059 Notes”).  The 2042 Notes and the 2059 Notes are both listed on the Singapore Exchange Securities Trading Limited (SGX-ST). The transaction enabled PTTTEP to liquidate its Canadian subsidiary and to eliminate the requirement to gross up for interest payments on the bonds. The total repurchase amount was USD 81.89 million.