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Hunton Andrews Kurth LLP

Yaowarote Klinboon

Yaowarote Klinboon

Counsel

Hunton Andrews Kurth LLP
Thailand

tel: +66 2 645 8636
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Local Time: Mon. 15:02

Profile

Yaowarote is well known in her field for providing securities advice and counseling.

Yaowarote has over 20 years of experience in the areas of domestic and international capital markets, including the securities offerings under Rule 144A/Regulation S under the US Securities Act, the Rules and Regulations of the SGX-ST and those required by the Stock Exchange of Thailand and general corporate matters and corporate governance, and mergers & acquisitions. She actively advises both issuers and underwriters on international and domestic offerings of equity and debt instruments. She also has an extensive experience in representing clients on local and cross-border mergers and acquisitions transactions across in several sectors. She is a recognized leader in the Thai market for her securities work and is highly regarded by top tier financial advisor house and Financial Institution for providing reliable and effective securities advice.

Prior to joining the firm, Yaowarote served as a partner at a leading boutique securities law firm, before that she served as senior associate at a leading law firm in Thailand, she experienced serving as a legal officer more than 8 years in both the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET).

Relevant Experience

Capital Markets and Securities

  • Acting as counsel to more than 10 private companies as the issuer in the initial public offering of its shares domestically pursuant to the regulations of the Securities and Exchange Commission and the subsequent listing of such shares on the Stock Exchange of Thailand. Currently, the Transaction is on the process of preparation for IPO.
  • Advised Origin Property Public Company Limited on the issuance and allocation of ESOP warrants to the directors and employees of the Company at the exercise price of THB 20 per share worth THB 160,000,000 or approximately USD 4.7 million.
  • Advised Cho Thavee Public Company Limited on the issuance and allocation of 185,000,000 newly-issued ordinary shares at the offering price at the market price (approx THB 1.40 per share) worth THB 259,000,000 or approximately USD 7.6 million to specific investors, Macquarie Bank Limited.
  • Advised Nok Airlines Public Company Limited on the issuance and offering of shares on right offering basis of 908,799,918 newly-issued ordinary shares at the offering price at THB 2.75 per share, worth THB 2,499,199,774.5 or approximately USD 79 million.
  • Advised Chuo Senko (Thailand) Public Company Limited on the issuance and offering of shares on right offering basis of 20,249,827 newly-issued ordinary shares under a general mandate basis at the offering price at THB 0.40 per share, worth THB 8,099,930.8 or approximately USD 0.26 million.
  • Advised Electronics Industry Public Company Limited on the issuance and offering of shares on right offering basis of 6,339,797,314 newly-issued ordinary shares at the offering price at THB 0.05 per share, worth THB 316,989,865.7 or approximately USD 10 million.
  • Advised Nation International Edutainment Public Company Limited on the issuance and offering of shares of 220,500,000 newly-issued ordinary shares on private placement basis at the offering price at THB 1.40 per share, worth THB 308,700,000 or approximately USD 9 million.
  • Advised Meta Corporation Public Company Limited on the issuance and offering of shares on right offering basis of 141,604,288 newly-issued ordinary shares at the offering price at THB 2 per, worth THB 283,208,576 or approximately USD 9 million.
  • Acted as issuer’s counsel for Praram 9 Hospital PCL (SET: PR9) on the initial public offering in relation to the issuance and listing of 20 million newly issued shares worth THB 2.3 billion on the Stock Exchange of Thailand. The first day of trading was October 30, 2018.
  • Acted as issuer’s counsel for Asia Biomass Public Company Limited on the issuance and listing of 75 million newly issed shares equivalent to 25 per cent of its total registered capital on the Market of Alternative Investment (MAI). The entire newly issued shares were allocated to the general public via an Initial Public Offering (IPO) at THB 1.80 each worth THB 135 million. The first day of trading was February 27, 2018.
  • Represented East Coast Furnitech PLC on the issuance and allocation of 30,000,000 newly-issued ordinary shares worth THB 167.4 million (US$5 million) to specific investors Macquarie Bank Limited and One Asset Management Limited, which will allocate such shares to the 29 mutual and provident funds under their management.
  • Represented Vintage Engineering Public Company with integrated businesses in power and utilities development across Thailand and internationally in its capital increase and the THB 333 million sale of newly issued shares in private placement to Macquarie Bank Limited and rights offering to existing shareholders by means of a general mandate.
  • Specializes in securities work, including IPOs, REITs and SEC/SET regulatory compliance matters.
  • Advised a famous dessert café’ on its THB 1,080 million (US$32.72 million) Initial Public Offering (IPO) listed on the Stock Exchange of Thailand.
  • Advised the owner of the famous car rental ted on the Stock Exchange of Thailand.hailandmaUS$19.28 million) Initial Public Offering (IPO) listed on the Stock Exchange of Thailand.
  • Advised a three-dimensional communications design and production group in the Asia Pacific region on its THB 348 million (US$10.55 million) Initial Public Offering (IPO) listed on the Stock Exchange of Thailand.
  • Advised a fully integrated healthcare service provider on in the THB 1,000 million (US$30.30 million) Initial Public Offering (IPO) on the Stock Exchange of Thailand.
  • Advised a leading magazine publisher and digital TV operator on the sale of 200 million newly issued ordinary shares on private placement basis at THB 4.25 per share with the total value of the transaction being THB 850 million. The new funds will be used to further invest in its digital TV business, pay for the license, repay loans and used as running capital such as to produce TV programs for instance.
  • Advised a Thailand-based company engaged in the manufacture and distribution of various flat-rolled steel products, in the allocation of not more than 3,342 newly issued ordinary shares of the Company, at the par value of THB 6.90 per share, for repayment of the Net Trade Debt of US$ 32,345,883, or equivalent to THB 1,136,535,345.40, under the Debt to Equity Conversion scheme.

M&A and Corporate Transaction

  • Advising Raimon Land Public Company Limited in respect of its acquisition of land and placement of shares to KPN. The transaction worth THB 1,500,000,000 or approximately USD 45.45 million.
  • Advised Electronics Industry Public Company Limited on the acquisition of 100 percent of the ordinary shares of Bake Cheese Tart (Thailand) Co., Ltd. The transaction worth THB 350,000,000 or approximately USD 10.6 million.
  • Advised Nation Multimedia Group Public Company Limited on the restructure of the Company’s business by selling all non-core assets i.e. Nation U Co., Ltd., NML Co., Ltd., and WPS (Thailand) Co., Ltd. The transaction worth THB 681,500,000 or approximately USD 20.6 million.
  • Advise AQ Estate Public Company Limited on the acquisition of 1.38 percent of the ordinary shares of Wind Energy Holding Co., Ltd. The transaction worth THB 900,000,000 or approximately USD 27.27 million.
  • Advise East Coast Furnitech Public Company Limited on the acquisition of 99.99 percent of the ordinary shares of Planet Board Co., Ltd. The transaction worth THB 12,500,000 or approximately USD 0.378 million.

Corporate Governance and Board Advisory

  • Advised to the Board of Directors of Meta Corporation Public Company Limited on Securities Law and Public Company Law.
  • Advised to the Board of Directors of Nation Multimedia Public Company Limited on Securities Law and Public Company Law.
  • Advised to the Board of Directors of United Power of Asia Public Company Limited on Securities Law and Public Company Law.

Education

LLB, Chulalongkorn University, 1994
Areas of Practice

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