Niracha Sanguankeo

Associate
Norton Rose Fulbright (Thailand) Limited

Bangkok
Thailand
T:+662 205 8515
Bangkok
Thailand
T:+662 205 8515
Niracha Sanguankeo

Niracha Sanguankeo

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Biography

Niracha Sanguankeo is a corporate lawyer based in Bangkok.

Niracha graduated with a Bachelor of Laws degree from Chulalongkorn University (with Honours), admitted as a Barrister-at-Law (Thai Bar Association), a Master of Laws degree in Business Law, English Program from Thammasat University, and a Master of Laws degree in Legal Institution from the University of Wisconsin-Madison.

Niracha's area of practice includes property fund, real estate investment trust (REIT), stock exchange and securities exchange related law, mergers and acquisitions, banking and finance, project finance, legal due diligence and general corporate and commercial law.


Professional experience

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  • Lawyer, qualified in Thailand

Equity Capital Markets

  • Advising TICON Management Company Limited, the Settlor and the REIT Manager on the establishment of TICON Freehold and Leasehold Real Estate Investment Trust (TREIT), the third Real Estate Investment Trust established in Thailand, and the public offering of 342,500,000 units of the trust.  The proceeds of the sale of trust units together with loan from Bangkok Bank PLC were subsequently used to acquire 25 warehouses, 20 factories and associated lands in 10 locations.  The trust units of TREIT were listed on the Stock Exchange of Thailand. The transaction is valued at 4.228 billion Thai Baht (approximately US$ 132 million).
  • Advising Thai-German Products Public Company Limited on the capital increase and rights offering of 1,059,740,982 shares under its business reorganisation plan.
  • Advising SCB Asset Management Company Limited on the establishment of TICON Industrial Growth Leasehold Property Fund, the domestic and international public offering of 555,000,000 investment units by the Fund and the acquisition of 56 factories and warehouses and freehold and leasehold land in seven locations. The transaction is valued at Baht 6.05 billion (approximately USD 201.67 million).

General Corporate

  • Advising 12 subsidiaries/affiliates of Bank of Ayudhya Public Company Limited in capital restructuring through capital increase and dividend payment.
  • Advising GE Capital Auto Services Co., Ltd. on legal and regulatory issues in relation to lending transaction under Foreign Business Act.
  • Advising Asia Insurance 1950 Co., Ltd., one of the leading non-life insurance companies in Thailand, on its conversion process from private limited company into a public limited company pursuant to the requirement of the Non-Life Insurance Act B.E. 2535 (1992).
  • Advising AAPICO HITECH Public Company Limited on general corporate matters, routine business operations, arranging Board meetings and shareholders meetings, and SET & SEC compliance.
  • Advising Laem Chabang Power Company Limited on general corporate matters, routine business operations, arranging Board meetings and shareholders meetings.
  • Advising Morakot Industries Public Company Limited on general corporate matters, routine business operations, arranging Board meetings and shareholders meetings.
  • Advising a 100% US-owned company on the establishment of the company, which is to in compliance with The Treaty of Amity and Economic Relations Between the Kingdom of Thailand and the United States of America, and to obtain a foreign business license.
  • Advising Sime Darby Berhad on general corporate matters, routine business operations, arranging Board meetings and shareholders meetings of its companies established in Thailand.
  • Advising Six Senses Resorts & Spas on routine business operations, arranging Board meetings and shareholders meetings.

M&A/Joint Venture

  • Advising Bangchak Corporation Public Company Limited and its subsidiary, BCP Innovation Pte Ltd in equity private placement and debt facilities to Lithium Americas Corp., a listed company in Toronto Stock Exchange, for the development of lithium mining project in Argentina, with the right for off-take lithium produce for such project, value in total of US$112 Million.
  • Advising BCPG Public Company Limited, a listed subsidiary of Bangchak Corporation Public Company Limited in its investment of US$355 million for 33% in Star Energy Group Holdings Pte. Ltd. which are operating through its own set-up project companies conducting 3 largest geothermal power plants in Indonesia.
  • Advising Property Perfect Public Company Limited (Property Perfect) on its plan to launch a voluntary tender offer to acquire all shares in Thai Property Public Company Limited (TPOP), by way of a stock swap and cash consideration.  Property Perfect is a Thai listed real estate development company.  TPOP owns approximately 40% of Grande Asset Hotels and Property Public Company Limited (Grand), which operates 4 luxury hotels in various parts of Thailand and is developing 2 condominium projects in Bangkok.  TPOP's assets include 2 office buildings in Bangkok.  After the TPOP takeover, Property Perfect will launch a mandatory tender offer to acquire all shares in Grand.
  • Undertaking due diligence for Sindicatum Renewable Energy Company Pte Limited in relation to its proposed acquisitions of interest in an operational 12MW Waste to Energy Project in Thailand.
  • Advising Krungsriayudhya Card Co., Ltd. And Ayudhya Card Services Company Limited in connection with the transfer of entire business of Ayudhya Card Services Company Limited to Krungsriayudhya Card Co., Ltd. by way of share swap.
  • Advising Asia Infrastructure Fund Private Limited in its disposal of the entire issued shares in AIF Toll Road Holdings (Thailand) Limited, a Thai incorporated entity which holds 29.45% stake in Don Muang Tollway Public Company Limited to a Hong Kong incorporated entity.  Don Muang Tollway Public Company Limited is a Thai incorporated entity which operates the elevated toll road under a concession granted by the Thai government.
  • Advising Armstrong Asset Management, a private equity fund based in Singapore, on its legal due diligence for the potential acquisition of up to 60 per cent interest in Thai project companies for the development of 30 MW solar power projects in Thailand.
  • Advising Armstrong Asset Management Pte. Ltd. on the structuring and implementation of its quasi-equity investment in Annex Power Limited, a Thai construction company specialized in engineering, procurement, and construction services in the area of renewable energy projects.

Banking and Finance/Project Finance

  • Assisting ANZ Bank (Thai) Public Company Limited in developing its standard form of business security agreement to be used for taking business security under the Business Security Act of Thailand B.E. 2558 (2015)
  • Advising The Siam Commercial Bank Public Company Limited on providing a THB 10,958,000,000 term loan facility to Wind Energy Holding Company Limited for the purposes of refinancing its existing debts and funding its equity contribution to be made in relation to development of 5 wind farm projects in Thailand, with a total capacity of 450MW.
  • Advising The Siam Commercial Bank Public Company Limited on provide credit facilities in a total amount of THB 26,367,000,000 to Thepharak Wind Co., Ltd., Tropical Wind Co., Ltd., K.R.S. Three Co., Ltd., K.R. One Co., Ltd. and Krissana Wind Power Co., Ltd., each a subsidiary of Wind Energy Holding Company Limited, to finance development of 5 wind farm projects located in Thailand, with a total capacity of 450MW.
  • Advising Bank of Ayudhya Bank Public Company Limited on the THB 945,000,000 financing for development of the 9.9MW waste-to-energy power plant project of Green Power Energy Company Limited, as sponsored by SUPERBLOCK Public Company Limited.
  • Advising KASIKORNBANK PUBLIC COMPANY LIMITED on providing the bridge loan and term loan facilities in an aggregate amount of THB 25,000,000,000 to companies within TCC Group, namely T.C.C Commercial Property Management Co., Ltd., CW Towers Co., Ltd. and their subsidiaries, for the acquisition of assets, being a portfolio of real estate projects, from Thai Commercial Investment Freehold and Leasehold Fund.
  • Advising The Siam Commercial Bank Public Company Limited on the THB 4,100,000,000 financing of development of a portfolio of 11 solar PV projects, with the aggregate capacity of 87MW, of Rang Ngern Solution Company Limited.  The ultimate sponsors of the projects are Gunkul Engineering Public Company Limited and Super Block Public Company Limited.
  • Advising The Siam Commercial Bank Public Company Limited on the THB 4,300 million financing for development of the 105.6MW gas-fired cogeneration power plant project of Advance Agro Asia Company Limited.
  • Advising The Siam Commercial Bank Public Company Limited on THB 5,476 million project financing of 10 VSPP solar power plants of Soleq PTE Ltd, a private equity fund based in Singapore, having the aggregated generation capacity of 72 MW.

Others

  • Advising C. Czarnikow Sugar Pte Ltd on legal and regulatory issues relating to the proposed undertaking of sugar trading business in Thailand.
  • Advising a Thai developer on the development of the 750MW hydroelectric power project to along the Mekong River in Laos.
  • Advising PAYSBUY Co., Ltd. on the sale of its assets in relation to payment gateway business to Telenor FS (Thailand) Ltd.
  • Undertaking due diligence on real properties for Frasers Centrepoint Limited in relation to its acquisition of shares in Golden Land Property Development Public Company Limited.
  • Advising Sumitomo Corporation as a consortium member on issues relating to procurement law and regulations with respect to the Red Line rail project of the State Railway of Thailand.
  • Advising Vestas Asia Pacific A/S and Vestas Wind Technology (Thailand) Limited, in their capacity as the contractors, on matters relating to development of a 126 MW wind farm project of EA Wind Had Kanghan 3 Company Limited.
  • Advising Armstrong Asset Management Pte Ltd on the development of the templates of the agreements to be used for grid-parity solar rooftop projects in Thailand.
  • Advising Total Access Communication Public Company Limited and its group companies on legal and regulatory issues relating to e-money businesses.
  • Advising and assisting overseas clients on inward investment projects and the establishment of their businesses, branches and subsidiaries in Thailand, including general advice on investment promotion laws, foreign business operation license requirements, land and property ownership.