Vietnam: What are the conditions for offering of bonds in international market? What are the procedures for offering of bonds in international market?
What are the conditions for offering of bonds in international market?
Pursuant to Article 25 of Decree No. 153/2020/ND-CP stipulating as follows:
Conditions for offering of bonds in international market
1. With regard to non-convertible bonds without warrant:
a) The issuer must be a joint-stock company or limited liability company duly established and operating in accordance with the law of Vietnam;
b) The plan for issuance of bonds in the international market must have been approved and accepted by a competent authority as prescribed in Article 28 of Decree No. 153/2020/ND-CP;
c) It has maintained adequacy ratios and prudential ratios in operations in accordance with regulations of specialized laws;
d) It complies with regulations on management of enterprises’ borrowing and repayment of foreign debts which are not guaranteed by the Government, and regulations on foreign exchange management;
dd) It meets the offering conditions according to regulations adopted in the issuing market.
2. With regard to convertible bonds or warrant-linked bonds:
a) The issuer must be a joint-stock company that meets the conditions laid down in Clause 1 of this Article;
b) The conversion of bonds into shares and execution of warrants must ensure the ratio of holding by foreign investors as prescribed by law;
c) There is an interval of at least 06 months between two offerings of convertible bonds or warrant-linked bonds.
Thus, the conditions for offering of bonds in international market are as follows:
(1) With regard to non-convertible bonds without warrant:
- The issuer must be a joint-stock company or limited liability company duly established and operating in accordance with the law of Vietnam;
- The plan for issuance of bonds in the international market must have been approved and accepted by a competent authority as prescribed in Article 28 of Decree No. 153/2020/ND-CP;
- It has maintained adequacy ratios and prudential ratios in operations in accordance with regulations of specialized laws;
- It complies with regulations on management of enterprises’ borrowing and repayment of foreign debts which are not guaranteed by the Government, and regulations on foreign exchange management;
- It meets the offering conditions according to regulations adopted in the issuing market.
(2) With regard to convertible bonds or warrant-linked bonds:
- The issuer must be a joint-stock company that meets the conditions laid down in Clause 1 Article 26 of Decree No. 153/2020/ND-CP;
- The conversion of bonds into shares and execution of warrants must ensure the ratio of holding by foreign investors as prescribed by law;
- There is an interval of at least 06 months between two offerings of convertible bonds or warrant-linked bonds.
Vietnam: What are the conditions for offering of bonds in international market? What are the procedures for offering of bonds in international market?
What are the procedures for offering of bonds in international market?
Pursuant to Article 26 of Decree No. 153/2020/ND-CP stipulating as follows:
- With regard to the offering of bonds in the international market by a company other than a public company:
+ The issuer shall prepare a bond offering dossier as prescribed in Article 27 of Decree No. 153/2020/ND-CP and organize the offering in the issuing market.
+ The issuer shall disclose information according to Articles 29, 30 and 31 of Decree No. 153/2020/ND-CP and regulations adopted in the issuing market.
- With regard to the offering of bonds in the international market by a public company, securities company or fund management company:
+ The issuer shall prepare a bond offering dossier as prescribed in Article 27 of Decree No. 153/2020/ND-CP and send it to the State Securities Commission of Vietnam. Within 10 days from the receipt of adequate and valid dossier, the State Securities Commission of Vietnam shall give its written approval. If a dossier is refused, the State Securities Commission of Vietnam shall give a written response in which reasons for such refusal must be specified.
+ After obtaining the approval from the State Securities Commission of Vietnam, the issuer shall disclose information before offering according to Article 29 of Decree No. 153/2020/ND-CP and organize the offering according to regulations adopted in the issuing market.
+ Within 10 days from the completion date of the bond offering, the issuer shall submit a report on offering results, made according to the form in Appendix IV enclosed with Decree No. 153/2020/ND-CP, to the State Securities Commission of Vietnam.
- The issuer shall make bond principal and interest payments, and disclose information according to regulations adopted in the issuing market and Section 2 Chapter III of Decree No. 153/2020/ND-CP.
What are the rules of offering of bonds in international market?
Pursuant to Article 24 of Decree No. 153/2020/ND-CP stipulating the rules of offering of bonds in international market as follows:
- Any enterprise performing offering of bonds in the international market (whether private placement or public offering) must comply with regulations herein and meet offering conditions according to regulations adopted in the issuing market.
- Trading of corporate bonds offered in the international market shall comply with regulations adopted in the issuing market.
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