What are the conditions for overseas offering of bonds by public companies in Vietnam?
What are the conditions for overseas offering of bonds by public companies in Vietnam?
According to the provisions of Article 71 of Decree No. 155/2020/ND-CP, a public company must meet the following conditions:
- A public company may offer bonds overseas after State Securities Commission approves under the conditions specified in Clause 2 of this Article and regulations of the host country are complied with.
- Conditions for approving overseas offering of bonds:
+ The bond issuance satisfies regulations of law on foreign ownership ratio.
+ There is the General Meeting of Shareholders’ decision to approve the offering plan and the plan for use of revenue obtained from the offering;
+ Regulations of law on foreign exchange management are complied with;
+ State Bank of Vietnam has permitted the overseas issuance of bonds in accordance with regulations of law on credit institutions in case the issuer is a credit institution; The Ministry of Finance has permitted the overseas issuance of bonds in accordance with regulations of law on insurance business in case the issuer is an insurer.
What are the conditions for overseas offering of bonds by public companies in Vietnam? (Image from the Internet)
What is included in the application for overseas offering of bonds?
According to the provisions of Article 72 of Decree No. 155/2020/ND-CP, the application for overseas offering of bonds includes the following documents:
- The application form No. 19 in the Appendix of Decree No. 155/2020/ND-CP.
- The decision of the General Meeting of Shareholders to approve the bond offering plan and the plan for use of revenue obtained from the offering; approve or authorize the Board of Directors to approve the plan for ensuring conformable foreign ownership ratio.
- The written confirmation of a permitted bank or foreign bank branch that the issuer has opened an escrow account to receive payment for bonds in foreign currencies as prescribed by regulations of law on foreign exchange management.
- The written approval from State Bank of Vietnam for overseas issuance of bonds in accordance with regulations of law on credit institutions in case the issuer is a credit institution; the written approval from the Ministry of Finance for overseas issuance of bonds in accordance with regulations of law on insurance business in case the issuer is an insurer.
- The draft documents for offering registration with the competent authority of the host country or opinions of an international legal counseling company that the offering does not have to be registered with a competent authority of the host country.
What are the procedures for approving overseas offering of shares?
According to the provisions of Article 77 of Decree No. 155/2020/ND-CP, the procedures for approving overseas offering of shares are carried out as follows:
- The issuer shall send the application for approval specified in Article 72 of this Decree to State Securities Commission before submitting the official application for offering to the competent authority of the foreign country.
- Within 10 working days from the receipt of the satisfactory application, State Securities Commission shall issue a written approval and post it on its website, or issue a written rejection and provide explanation.
- Within 07 working days from the day on which State Securities Commission issues the approval, the issuer shall make an announcement of this approval on the website of the issuer and the Stock Exchange.
- The issuer shall complete the distribution of shares within 90 days from the day on which approval is granted by State Securities Commission. If the issuer fails to complete the distribution of shares within this time limit, State Securities Commission will consider extending the time limit for up to 30 more days.
- 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.
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