What are the conditions for a public company in Vietnam to make private placement of warrant-linked preference shares?
- What are the conditions for a public company to make private placement of warrant-linked preference shares?
- What is included in the application for private placement of warrant-linked preference shares by a public company in Vietnam?
- What are the procedures for the private placement of shares in Vietnam?
What are the conditions for a public company to make private placement of warrant-linked preference shares?
According to the provisions of Article 46 of Decree No. 155/2020/ND-CP on the conditions for a public company to make private placement of warrant-linked preference shares as follows:
- The company's charter specifies that the company has warrant-linked preference shares.
- The interval between the private placements is at least 06 months from the ending date of the offering according to Clause 7 Article 48 of Decree No. 155/2020/ND-CP.
- The conditions specified in Points a, b, c, dd Clause 1 Article 31 of the 2019 Law on Securities are satisfied.
What are the conditions for a public company in Vietnam to make private placement of warrant-linked preference shares?
What is included in the application for private placement of warrant-linked preference shares by a public company in Vietnam?
According to the provisions of Article 47 of Decree No. 155/2020/ND-CP, the application for private placement of warrant-linked preference shares by a public company includes:
- The General Meeting of Shareholders’ decision to approve the issuance plan and the plan for use of revenue obtained from the offering, where:
+ The issuance plan shall specify:
++ The types of offered shares; attributes of warrant-linked preference shares; quantity of warrant-linked preference shares;
++ Offer price or rules for determination thereof or authority of the Board of Directors to determine the offer price;
++ Criteria for investor selection; quantity of investors; strategic investors, professional securities investors;
++ Plan for exercising warrants (conditions, time limits, exercising ratios; price of calculation of issuance price; authority of the Board of Directors to approve the plan for assuring conformable foreign ownership ratio, other terms).
++ Persons whose interests are relevant to the offering must not vote. In case the issuance plan does not specify the offer price or rules for determination thereof, it shall be determined in accordance with the Law on Enterprises;
+ The plan for use of revenue generated by the offering of warrant-linked preference shares and the plan for use of the revenue for warrant execution.
In case the offering is meant to raise capital for project execution, the capital use plan shall include the plan for making up for the deficiency in capital generated by the offering for project execution.
- The issuer’s charter.
- The documents specified in Clauses 1, 3, 4, 5, 6, 7, 8, 9 Article 43 of Decree No. 155/2020/ND-CP.
What are the procedures for the private placement of shares in Vietnam?
According to the provisions of Article 48 of Decree No. 155/2020/ND-CP, the procedures for the private placement of shares in Vietnam include the following provisions:
- The issuer shall send the application for private placement to State Securities Commission.
- Within 07 working days from the receipt of the satisfactory report, State Securities Commission shall issue a written approval and announce the receipt of the application on its website. In case the application is rejected, State Securities Commission shall make a written response and provide explanation.
- The issuer shall complete the private placement within 90 days from the day on which State Securities Commission issues the written approval.
- Within 10 days from the end of the offering, the issuer shall send the report on the revenue generated by the offering enclosed with confirmation of the bank or foreign bank branch where the escrow account is opened to State Securities Commission in accordance with State Securities Commission and disclose this information on the websites of the issuer and State Securities Commission.
- Within 03 days from the receipt of the satisfactory report, State Securities Commission shall send a written notification of the receipt of the report to the issuer, the Stock Exchange and Vietnam Securities Depository and Clearing Corporation, and announce the receipt of it on the website of State Securities Commission.
- After receiving the notification from State Securities Commission, the issuer may request unfreezing of the amount obtained from the offering.
- The interval between the private placements shall be at least 06 months from the ending date the private placement, including private placement of shares, convertible bonds, warrant-linked bonds, warrant-linked preference shares; issuance of shares for swap to shareholders of non-public joint stock companies, swapping stakes of contributing members of limited liability companies; issuance shares for swap to pre-selected shareholders in public companies; issuance of shares for swapping debts.
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