Complete Track Record
- Merger & Acquisition
- Corporate and Financial Restructuring
- Capital Markets
- Corporate Finance
- Financial Advisory
Team Members' Track Record
- Merger & Acquisition
- Corporate and Financial Restructuring
- Capital Markets
- Corporate Finance
- Financial Advisory
Recent Accomplishments
G Steel Plc.'s Acquisition in Nakornthai Strip Mill Plc.

Sage Capital successfully advised G Steel Plc. (“GSTEEL”) on its acquisition of Nakornthai Strip Mill Plc. (“NSM”).  The first investment was completed in September 2006 through a US$ 178 million purchase of NSM’s secured claims, converted and/or convertible into equity pursuant to the rehabilitation plan, together with GSTEEL’s entry into an Operation Services Agreement to provide technical advisory services to NSM.  The second investment was accomplished in March 2008 through an additional investment in NSM’s 6,400 million shares, accounting for 16.12% holding at the price equivalent to Baht 2,660 million.  Together with the previous holding from the debt-to-equity conversion, GSTEEL has become a 49.47% shareholder of NSM.  Both parties are Thailand’s major hot-rolled coil producers listed on the SET.  Apart from total combined production volume of more than half of total hot-rolled coil production volume in the country, this acquisition results in a consolidation of financial statements together with a full operational cooperation between GSTEEL and NSM, which should increase efficiency and reduce cost while increasing the competitiveness of both companies.  Our role included determination of investment structure, evaluation of the appropriate value of NSM and appropriate swap ratio between GSTEEL and NSM’s shares, provision of advice to finalize the Operation Services Agreement with NSM, provision of advice on the SEC and the SET’s rules and regulations concerning the investment, providing assistance during the process of credit rating review, liaison with involved parties, including legal advisor, auditor, credit rating agencies and new creditor, and preparation of relevant documents along the process of the assignment.

 
Baht 1,936 Million International Private Placement of Sino-Thai Engineering & Construction Plc. through Global Accelerated Book Building

Sage Capital successfully advised Sino-Thai Engineering & Construction Plc. (“STECON”), a leading engineering and construction company, on its international private placement in February 2006.  Through global accelerated book building, STECON offered 160 million shares at the price of Baht 12.10 per share to institutional investors in the USA, Europe and Asia. The issue was four-time oversubscribed, and the offering price represented only a 2.5% discount from the 15-day weighted average of STECON's share prices. The total gross proceeds of the offering were Baht 1,936 million. Our role covered advising on the structure and process of the private placement including all regulatory issues, coordinating with the lead manager to arrange roadshows and to conduct the offering, and coordinating with legal counselors and relevant parties to prepare and execute necessary documentation.
---------------------------------------------------------------------------------------------
 
Property Perfect Plc.'s Issuance of US$ 20 Million Convertible Debenture to General Enterprise Management Services (HK) Limited

In November 2005, Sage Capital successfully advised Property Perfect Plc. in its issuance of US$ 20 million convertible debenture to a leading Asia-based private equity fund, General Enterprise Management Services (HK) Limited. It was the first convertible debenture offered by a Thai public company to any offshore investor since the crisis in 1997. The high conversion premium of 20% reflected a high level of confidence the investor had in the growth potential of the company as well as the long-term sustainability of Thai property development industry. The issuance provided a 5-year financing at a coupon rate of only 3.5% per annum to Property Perfect for its expansion amidst the adverse environment for fund raising in the local market.

 
Merger between Bank of Asia Plc. and UOB Radanasin Bank Plc. to form United Overseas Bank (Thai) Plc.

Sage Capital advised United Overseas Bank Limited (“UOB”) on the merger between Bank of Asia Plc. (“BOA”) and UOB Radanasin Bank Plc. (“UOBR”), both of which were UOB's banking subsidiaries in Thailand, to form United Overseas Bank (Thai) Plc. (“UOBT”). Our role covered conducting a due diligence on UOB, BOA and UOBR, preparing tender offer documents of BOA and UOBR and information memorandum and other documents relating to the merger process. Sage Capital also coordinated with a tender offer agent, independent financial advisors of BOA and UOBR, and relevant authorities to complete the merger and establish UOBT successfully in November 2005.

 
Baht 390 Million Private Placement and US$ 12 Million Mezzanine Debt of Siam Paper Plc.

Sage Capital advised Siam Paper Plc. (“SIAMP”) on its Baht 390 million private placement to Siam Investment Fund II (“SIF II”), a private equity fund, in 2004. In December 2005, Sage Capital also successfully advised SIAMP to secure a US$ 12 million mezzanine debt from a leading international bank. SIAMP is one of the leading paper manufacturers in Thailand, and is in the process of preparing itself for an initial public offering and listing on the SET.

 
Shareholders Restructuring and Initial Public Offering & MAI Listing of 124 Communications Plc.

In 2004, Sage Capital completed the shareholders restructuring of 124 Communications Plc. (“PR124”), a leading public relations consulting company. With a new strategic investor group, PR124 positioned itself for a massive growth by substantially building up the existing business as well as expanding into other related marketing communication activities. Our advisory role covered deal structuring, share valuation, negotiation of share purchase agreement and shareholders' agreement. In 2005, Sage Capital also advised PR124 on its successful initial public offering and listing on the MAI. Following the listing, Sage Capital has continued to work closely with PR124 to develop and implement an M&A strategy to enhance the total value of PR124, which will likely include the acquisitions of complementary businesses in media & advertising, production, and brand management.

---------------------------------------------------------------------------------------------
 
Initial Public Offering & SET Listing of Prinsiri Plc.

Sage Capital advised Prinsiri Plc. (“Prinsiri”), a leading high-end property development company, on its initial public offering and listing on the SET in 2005. Our responsibilities included conducting a due diligence, preparing application, filing and prospectus, advising on corporate structure, financial aspects, regulatory requirements and corporate governance, and coordinating with a lead underwriter to ensure a broad and balanced placement and a strong after-market performance.  The offering of 155 million shares was well oversubscribed and Prinsiri shares had a successful first trading day on November 7, 2005.

---------------------------------------------------------------------------------------------
 
Initial Public Offering & SET Listing of Asia Sermkij Leasing Plc.

Sage Capital advised Asia Sermkij Leasing Plc. (“ASK”), a leading automobile hire purchase, leasing and factoring company, on its initial public offering and listing on the SET. Our role covered advising on corporate and financial structure, conducting a due diligence, preparing application, filing, prospectus and all documents relating to the offering and listing, coordinating with the SEC and the SET, and advising ASK on its responsibilities as a listed company. In addition, Sage Capital worked with the lead underwriter to prepare presentations to securities analysts, investors and media, and coordinated with an underwriting syndicate to ensure a broad and balanced distribution of shares. The offering of 23 millions shares, together with 3.45 million shares for a green shoe option, was well oversubscribed, and ASK shares had a successful first trading day on August 25th, 2005.

---------------------------------------------------------------------------------------------
 
Initial Public Offering & MAI Listing of Siam2you Plc.

Sage Capital successfully advised Siam2you Plc., a leading digital communications company, which focused on providing value-added services and interactive digital media on mobile phones and Internet, on its initial public offering of 12.88 million shares and listing on the MAI. Our responsibilities included conducting a due diligence, preparing application, filing and prospectus, advising on corporate structure, financial aspects, regulatory requirements and corporate governance. In addition, Sage Capital worked with the lead underwriter to arrange presentations to securities analysts, investors and media, and coordinated with the underwriting syndicate to ensure a broad and well balanced shares distribution. Siam2you's offering was well oversubscribed and recorded a strong performance on its first trading day on May 4, 2005

---------------------------------------------------------------------------------------------