TTT+Partners, WongPartnership and Linklaters have counselled on Thai Beverage Public Company’s (ThaiBev) launch of its USD2 billion multicurrency debt issuance programme on the Singapore Exchange (SGX).
“One of the main challenges in establishing the programme (particularly for local counsel like us) was assisting the ThaiBev (as an entity listing on the SGX) in obtaining approval from the Securities and Exchange Commission, Thailand (Thai SEC) for an offer for the sale of bonds of all types under the debt issuance programme and on the basis of its existing corporate approval,” TTT+Partners’ senior partner Veeranuch Thammavaranucupt told Asia Business Law Journal.
Thammavaranucupt, whose firm counselled ThaiBev, noted that due to the Thai SEC’s limited familiarity with these structures, the TTT+Partners team took considerable time and effort to engage in extensive discussions with the regulator to ensure a clear understanding of the programme documentation.
Additionally, the international advisers had to rely on TTT+Partner’s team to explain local legal and regulatory requirements and to tailor key documents (such as the offering circular and terms and conditions especially those relating to perpetual securities) to align with the expectations of the Thai SEC.
Thammavaranucupt, senior counsel James Lawden and senior associate Arnut Pongprueksa led the TTT+Partners team. The transaction also involved WongPartnership advising the issuer on Singapore law, Linklaters’ Lion City office as English law counsel for the arranger and dealer, DBS Bank, and the firm’s Hong Kong office as the trustee’s English law counsel, a 4 June offering circular by ThaiBev with the SGX shows.
The legal team assisted in co-ordinating parties and advisers for this international cross-border offering, which involved multiple entities including the dealer, trustee, agents, a ratings agency, and legal counsels for the arranger, dealer, issuer and trustee. ThaiBev co-ordinated with all advisers throughout the programme’s establishment. The TTT+Partners team also helped in finalising key documents for the programme and future drawdowns, including the offering circular, terms and conditions, and agreements with the arranger, dealer, and trustee, along with auditor letters. Preparations also covered drawdown documents such as pricing supplements and global certificates.
ThaiBev’s programme allows the issuance of notes and perpetual securities in any currency, offering flexibility to access global capital markets. The securities, offered in Singapore under regulatory compliance, can be listed on exchanges like the SGX or remain unlisted. Proceeds will support general corporate purposes across the ThaiBev group.
Thammavaranucupt has also observed that the programme’s multicurrency feature supports cross-border transactions, which can foster Asean financial integration and set a benchmark for regional companies to adopt diverse financing options.
“Overall, ThaiBev’s debt issuance programme is likely to stimulate growth and confidence in both local and regional capital markets,” said Thammavaranucupt.
