บริษัท ที่ปรึกษากฎหมายแชนด์เล่อร์และทองเอก จ ากัด CHANDLER and THONG-EK

บริษทั ที่ปรึกษากฎหมายแชนด์เล่อร์และทองเอก จากัด
CHANDLER and THONG-EK
LAW OFFICES LIMITED
Bubhajit Building, 7th Floor
20 North Sathorn Road
Bangkok 10500, Thailand
E-mail: [email protected]
Phone : (662) 266-6485 thru 6510
Fax G3 : (662) 266-6483
Fax G4 : (662) 200-0140
Website: www.ctlo.com
25 October 2014
DESCRIPTION OF C&T LAW PRACTICE
Chandler & Thong-ek (C&T) was established in 1974 and over the past 40 years we have engaged in a Thai
business and finance law practice, representing many leading Thai and international clients in a wide range of
investment projects and financial transactions. We advise shareholders and management in their analysis and
decision-making relating to tax, regulatory and other legal requirements, always seeking to present the
commercial considerations involved in each transaction.
The firm currently has 11 partners, 28 associates, 4 foreign consultants and over 50 non-professional staff.
C&T has extensive experience in corporate and M&A, commercial, and financial transactions in Thailand,
including investment funds, real estate projects, foreign investments and related tax matters. The firm has a
particular expertise in energy and natural resource matters, and frequently acts for international agencies and for
Asian governments on projects involving mineral policies and legislation.
C&T handles diverse legal and administrative issues arising in the cross-border sale of goods, delivery of
services, and financial transactions, including exchange control, tax, licensing, and customs issues. Our crossborder experience focuses on emerging economies, particularly in Lao PDR, and Myanmar.
C&T received IFLR’s Award for Thai National Law Firm of the Year in 2013 for the 13 th year in a row, as well
as recognition from, Chambers and Partners Asia Pacific, as Top Ranked Firm 2014, from The Legal 500 Asia
Pacific, as Top Tier Firm 2014, and as a Top Tier Firm from IFLR1000 in their 2015 edition. Practice area
recognition included, Tier I for Banking & Finance, and Energy & Infrastructure, from IFLR1000 2015, Band I
for Projects, from Chambers and Partners Asia Pacific 2014, and Top Tier for Banking & Finance, and Projects
& Energy, from The Legal 500 Asia Pacific 2014. C&T was also recognized as Firm of the Year, and Most
Responsive Domestic Firm of the Year for 2013, by Asian-MENA Counsel, In-House Community.
C&T’s language capabilities include Thai, English, Japanese, French, and Myanmar.
C&T has the following general, practice areas, which include the selected transactional experience below:
1.
Banking and Project Financing
C&T acted as Thai counsel to lenders or sponsors in the following financings which closed after
January 2013 or are in progress:

Advance Asia Fiber – Acting for lenders in project financing by KTB and TISCO of hard board
plants, closing in February 2013.

Akara Mining Limited – Acting for Akara Mining Limited as Borrower for the financing of gold
mine provided by CIMB Thai.

Bangchak Solar – Acting for lenders in project financing by ADB and SCB of solar power plants,
closing in April 2013.

Coastal Energy – Acting for lenders in phase 3 financing of Thai petroleum exploration and
development, closing October 2013.

Expressway Sector B+ – Acting for lenders in construction financing by BBL, KTB and SCG for
Ch. Karnchang Public Company Limited relating to the Expressway Sector B+ Phase, closing July
2013.
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
Khanom Electricity Generating Co. Ltd. (KEGCO) – Acting for lenders in a US$660 million
project financing of a 920 MW gas-fired power project in Thailand, closing December 2013.

KrisEnergy Asia Limited – Acting for KrisEnergy on the US$100 million financing, and
acquisition of new hydrocarbon assets in connection with new energy projects in Southeast Asia,
closing March 2014.

Labix Linear Alkyl Benezine Project – Acting for lenders, Bank of Ayudhya and Kasikornbank
on US$286.5 million financing of the Labix Company’s development of a LAB project in
Thailand; the first LAB operation in Thailand and Southeast Asia. The project is ongoing in June
2014.

Nam Lik – Acting for borrower in project financing of Lao hydroelectric power project by KTB,
Signing June 2013; closing May 2014.

Nava Nakorn Electricity Generating Co. Ltd. (NNEG) – Acting for NNEG on, (i) development
of a gas-fired, combined-cycle 116 MW power plant in Ratchaburi, Thailand, and on, (ii)
negotiation of the financing documents and security documents for the US$528.3 million
financing, closing May 2014.

NPS PP9 – Acting for lender in project financing by KTB of biomass power plant, closing
September 2013.

NPP5A – Acting for lender in project financing by KTB of biomass power plant and refinancing
of steam plant, closing October 2013.

Purple Line Project – Acting for lenders in construction financing by KTB, BAY, TMB and
Thanachart Bank for Ch. Karnchang Public Company Limited relating to the Purple Line of the
Mass Rapid Transit Authority of Thailand, closing May 2013.

Shaiyo-AA – Acting for the Lender, TISCO, on a loan to Shaiyo-AA, the borrower and issuer of
the Shaiyo-AA Infrastructure Fund on the Stock Exchange of Thailand. Financing is valued at
US$16.7 million, and the Fund listing at US$67 to 100 million. The project is ongoing in June
2014.

Siam Pure Rice Co. (SPR) – Acting for the lender, Bangkok Bank on the US$183.3 million
financing of the SPR development of a Small Power Producer (SPP), 122.26 MW combined-cycle
cogeneration plant in Thailand, in which SPR is the borrower and the sponsors are Singha and Asia
Golden Rice. The project is ongoing in June 2014.

Thai Future Energy Company Limited – Acting for KTB as Lender for the project financing of
solar plants, closing October 2013.

Xayaburi hydropower project 1,280 MW power project in Laos PDR – Acting for lenders led by
Bangkok Bank Public Co., Ltd., Kasikornbank Public Co., Ltd., Krung Thai Bank Public Co., Ltd.
and Siam Commercial Bank Public Co., Ltd., closing April 2012.

Xe-Pian Xe-Namnoy Hydroelectric Power Project – Acting for the syndicated lenders, Krung
Thai Bank, Bank of Ayudhya, EXIM Bank-Thailand, and Thanachart Bank on the US$703 million
project financing for the construction of a 410 MW hydroelectric power project in Lao PDR;
closing February, 2014.
C&T has acted for project owners in a number of major industrial projects, which has involved work on
major Baht and foreign currency credit facilities.
The firm has acted for foreign and Thai lenders in connection with major borrowings by the Kingdom,
state enterprises and private sector borrowers.
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As a result of the above work, we are familiar with documentation and lending requirements of major
export credit agencies and international lending institutions.
2.
Corporate and M&A
C&T’s corporate department handles all types of company registration, M&A, reorganization and
liquidation work, and presently performs corporate secretarial work for over 400 Thai limited
companies. The firm also handles registrations of branch offices of foreign corporations, representative
offices, regional offices, applications for US Treaty protection, and conversions to public limited
companies.
Recent major transactions in 2013 and through the first 10 months of 2014:

Casino, Guichard – Perrachon, in acquisition of all 111 hypermarkets of Carrefour chain stores
in Thailand. Its Thai affiliate Big C is a public company listed on the Thai Stock Exchange, and
the size of the transaction in relation to the buyer’s net tangible asset value required 75%
shareholder approval. Closing January 2011.

Hutchinson Technology, in its establishment of its first assembly plant outside the United States
with total capacity of 500,000 items of suspension assembly capacity per year with a total project
cost of over US$100 million and US$35 million project finance for Thailand operation from PNC
Bank, National Association. Closing December 2013.

Kingsgate Consolidated/Akara Mining, in their major gold mine in Thailand and its expansion
project with capacity of 185,200 ounces of gold and 1,080,400 ounces of silver per year and
US$150 million project finance from Investec Bank and Thai bank syndicates, preparations for
IPO, maintenance of mining rights, and company secretary work.

KrisEnergy Asia Ltd. on its IPO on the Singapore Exchange Limited for acquisition of
international and specific assets in Thailand and Cambodia. Closing May 2014.

KrisEnergy, in acquisition of two petroleum exploration blocks (G10/48 and G11/48) from Tana
Oil & Gas Group and acquisition of certain participating interest in two additional exploration
blocks (9A and B8/32) from Palang Sophon Group including the issue of US$ 85,000,000, 10.5 per
cent. Senior Guaranteed Secured Bonds Due 2016 for financing Thailand operation.

Lawson Inc. – Acting for Lawson on the acquisition of 376 retail convenience shops from one of
Thailand’s major consumer manufacturing companies. Closing March 2013.

Limagrain – Acting for Limagrain, a global agricultural cooperative, on the acquisition of Seed
Asia International, a Hong Kong-based company with subsidiaries in Thailand and Cambodia.
Closing April 2014.

PETRONAS – Acting for PETRONAS as the major shareholder of six operating entities for the
petroleum retail business in Thailand, in the disposal of all operations, including all gas stations,
land, relevant receivables and assets. Transaction is valued at US$103.7 million. Closing January
2013.Project Coat (Monarch), in acquisition by Advent International of coating business of
Cytec Group, including Cytec Industries (Thailand). Closing June 2013.

Project EVA/Investment Project, in installation of additional gas pipeline. Closing 2013.

Project Foundry II, in offering 3,800,000 ordinary shares of Fabrinet in NYS. Closing March
2013.

Project Zeus, in amalgamation of PTT Utility and Independent Power (Thailand).
January 2013.
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Closing
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
Solvay, in several new petrochemical investment projects in Thailand, including its current joint
venture project with Dow Chemicals to construct the crude hydrogen peroxide at Asian Industrial
Estate with a capacity of 360,000 Mt. This is the largest crude hydrogen peroxide plant in the
world

Solvay S.A., Solvay Vinyl Holding AG and Solvay Chemicals and Plastics Holding BV. We
advised industrial giant Solvay S.A., Solvay Vinyl Holding AG and Solvay Chemicals and Plastics
Holding BV on the group’s buyout of Charoen Pokphand Group’s (CP) interest in Vinythai.

SunEdison Energy India Pvt Ltd. / MEMC Singapore Pte. Ltd., in acquisition by MEMC of 5
solar power projects in Thailand, in project development phase, with a total capacity of 78 MW.

Takashimaya Singapore Ltd. – Acting for Takashimaya on a joint venture with ICONSIAM, the
developer of many of Thailand’s best-known retail complexes. The transaction is ongoing in June
2014.

Thomas Idea – Acting for Thomas in the sale of majority shares by existing shareholders, to XM
Asia, a division of JWT, a leading British multinational advertising and public relations company.
Closing March 2013.

Toray Industries Inc. – Acting for Toray, a Japanese-based chemical industry group with
operations in 25 countries, on the acquisition of 75% of a major manufacturer of carbon fiber
composite parts/components for automobiles in Thailand.

Transcosmos Inc. – Acting for Transcosmos, a major Japanese data-processing and IT-related
company, on the acquisition of newly issued shares of Ookbee Company Ltd., one of the largest EBook operations in the ASEAN region, and on a partnership with Intouch involving individual
Ookbee shareholders. Closing April 2014.
The firm has represented both Thai and foreign parties in other major share and asset acquisitions and
sales, and is familiar with all associated corporate, tax, licensing and government reporting steps
involved.
C&T handles matters regarding the employment of foreigners in Thailand, including work permits,
visas, and related government approvals. C&T provides advice on Thai labor law and handles labor
cases in the labor court. C&T published an English translation of the Labour Protection Act which
came into force in August 1998, and the Foreign Business Operation Act which came into force in
March 2000.
3.
Energy and Natural Resources
C&T acts for sponsors of wind power projects, and solar projects. The government approved in
January 2009 a 15-year 20% renewable energy plan. On 30 November 2011 a 10-year 25% renewable
and alternative energy plan (2012-2021) replaced the 15-year plan. The new government’s Policy
Statement on 23 August 2011 included in 3.5 Energy Policy support for development of renewable and
alternative energy sources. <www.thaigov.go.th>. C&T assists clients in managing the regulatory
restraints on wind projects.
C&T has represented project owners, sponsors and lenders in EGAT IPP and SPP projects in Thailand
and in hydropower projects in Lao PDR.
C&T has acted for a number of companies carrying on mineral exploration, mining and processing
projects, and is familiar with all stages of licensing and government approvals involved. We represent
the sponsors of Chatree Gold Mine which started production in 2001. Other clients include LHOIST
(dolomite mining), Oxiana (copper) Pan Australian (copper mining project), and MICCL (copper
mine). C&T is a member of the Mining Industry Council. We prepared a study of the Thai mineral
industry for the University of Dundee, Scotland, in 1992.
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C&T acted for PTT in connection with its JDA gas purchase, pipeline and separation plant project in a
joint venture with Petronas, and currently for the project company, TTM (Thailand) on the Trans Thai
Malaysian Pipeline Project, and A18 and B-17 Pipeline expansion projects.
The firm acted as special counsel to PTT Exploration & Production in its joint development project
with Petronas Carigali in the Malaysia-Thailand Joint Development Area (Blocks B-17 and C-19), in
negotiation of JOA’s with TOTAL and ESSO, and in financing its participation in development of the
Bongkot Field and in other projects.
C&T has acted for oil companies in the submission and processing of applications for petroleum
concessions, implementation of exploration programs, and drafting and negotiation of joint venture and
financing agreements for petroleum development and production projects. Clients have included
Alberta Energy, Anschutz, Chevron, Coastal Energy, Fina, Harrods, Hess, Pearl, Phillips Petroleum,
Tatex, and others. C&T publishes papers on Thai petroleum legislation and is a member of the
Petroleum Institute of Thailand.
C&T was a member of Chulalongkorn Law Faculty’s team advising the Ministry of Energy re 2003/4
energy law reform program, together with Boston Consulting Group. C&T was a member of
Chulalongkorn Law Faculty’s team advising the Department of Mineral Fuels re petroleum legislation
reform, and team advising Ministry of Energy re proposed legislation on energy conservation and
alternative fuel.
C&T has participated in special energy sector studies in Thailand, and has performed mineral law and
policy services for international agencies in Nepal, Philippines and Vietnam. We have acted for the
government of Nepal’s Petroleum Exploration Promotion Project 1985-2010.
For a more comprehensive list of C&T’s Energy & Natural Resources experience, see our separate,
Description of C&T Law Practice: Energy & Natural Resources Projects (available at: ctlo.com).
4.
Major Investment Projects
C&T has assisted many clients to prepare and process applications for investment promotion and to
implement Board of Investment (“BOI”) and Industrial Estate Authority of Thailand (“IEAT”) projects
in electricity, hotel, petrochemical, electronics, computer, watch, mining, food and other industries.
The firm represents project owners, sponsors and lenders in EGAT’s IPP, SPP and VSPP programs in
Thailand, and borrowers and lenders in hydro-power projects in Lao PDR.
C&T has assisted both BOI promoted and non-promoted companies in land acquisition and licensing
(factory licenses, building permits and other approvals), and drafting and negotiation of shareholders,
construction, licensing, consulting and financing agreements in connection with establishment of new
joint ventures and factories.
The firm has represented owners and lenders in major real estate projects, in Bangkok, as well in
projects in developing urban centers across Thailand.
C&T has represented private investors pursuing major privatization projects, and has participated in
studies concerning the proposed privatization of water and wastewater facilities, and the proposed
privatization of CAT. The firm has also represented lenders to the Second Stage Expressway, the Don
Muang Tollway, the BMA Mass Transit System, and several telecommunications projects.
5.
Securities
C&T has represented clients in initial public offerings and listing of shares on the SET, issues of
secured debentures and notes. We advise companies on conversion to pcl’s and SET listings, issue of
new securities, disclosure and tender offer requirements.
C&T has represented foreign underwriters in connection with 144A share listings and note offerings
the NY stock exchange. We have advised local and foreign underwriters in connection with public
offers of shares and bonds.
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In 1991, the Thai government undertook a major law reform program including enactment of the
Securities and Exchange Act and a new Public Limited Companies Act. C&T was co-publisher of the
SEC’s English language translation of the legislation. The firm has assisted the Stock Exchange of
Thailand (“SET”) in preparing English translations of numerous regulations and notifications
governing listing of shares.
6.
Tax
C&T provides tax planning advice for Thai projects, including shareholders, officers, and EPC
contractors, and is familiar with the application of the numerous tax treaties to which Thailand is a
party. In 1990, C&T coordinated a major double tax treaty study for the American Chamber of
Commerce in Thailand and an update in 1993, which were utilized by the US Treasury Department in
negotiation of the Thai-US double tax treaty which came into force on 1 January 1998.
The firm has professional relationships with the leading international accounting firms in Thailand,
which assist in providing responsive and comprehensive advice on Thai tax issues.
7.
Restructuring
C&T represents creditors, creditor committees and debtors in due diligence work and restructuring of
corporate debt, and advises on reorganization proceedings under the amended Bankruptcy Act and
under Corporate Debt Restructuring Advisory Committee, (“CDRAC”). C&T published an English
translation of the amended law 1999, and co-published “Restructuring Eurobond Debt in Thailand”.
C&T was the Thai legal advisor to the Financial Sector Restructuring Authority, (“FRA”) in
connection with the asset sales program of 56 suspended finance companies, and advised the Bank of
Thailand in connection with restructuring and proposed sale of two intervened commercial banks.
8.
International Business Transactions
C&T deals with a wide range of legal and administrative issues arising in the transborder sale of goods,
delivery of services and financial transactions, including exchange control, tax, licensing, customs, and
intellectual property issues.
The firm assists Thai clients in foreign investment transactions, utilizing a network of lawyers in
foreign jurisdictions including all leading financial centers.
The firm has experience with business transactions in Lao PDR, Myanmar, Vietnam and Nepal, and
follows legal developments in these jurisdictions.
9.
Dispute Settlement
C&T represents clients in the Thai civil and labor courts, the Intellectual Property and International
Trade Court (established in 1997), the Bankruptcy Court (established in 1999) and in arbitration
proceedings, and has substantial experience in resolution of construction industry disputes, in
enforcement of foreign arbitration awards, and in the conduct of arbitration under the rules of the Thai
Arbitration Institute.
10.
Government Contracts
C&T has a strong practice regarding government contracts, including government procurement
regulations. C&T also represents foreign investors in negotiating infrastructure government contracts.
Major clients include Northrop Grumman, Kaman Aerospace, Anglian Water, Black & Veatch,
Bombadier Inc., Alberta Energy Corporation, Marshall Aerospace, Schelde Naval Shipbuilding and
Laem Chabang International Terminal Co., Ltd.
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The firm recognizes the importance to its clients of confidentiality, sound judgment and discretion.
Although the firm is organized into general practice areas, there is no rigid structure. A multi-disciplinary team
is often assigned to a project to provide comprehensive advice and service on an efficient and economic basis.
C& T is a member of the World Law Group, a network of 52 leading, independent law firms, having offices in
more than 300 major commercial centers worldwide.
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