What are the regulations on tender offer rules in Vietnam? What is included in the application for tender offer in Vietnam?
What are the regulations on tender offer rules in Vietnam?
Pursuant to the provisions of Article 82 of Decree No. 155/2020/ND-CP on the tender offer rules as follows:
Tender offer rules
1. The tender offer shall ensure fairness among shareholders of the target company and investors of the investment fund.
2. The tender offer parties shall be provided with adequate information to decide their purchase of shares/closed-end fund certificates.
3. Respect the right to autonomy of shareholders of the target company and investors of the investment fund.
4. The organization or individual that makes the tender offer (hereinafter referred to as “offerer") shall appoint a securities company as the tender offer agent.
In addition, Article 89 of Decree No. 155/2020/ND-CP stipulates the responsibilities of organizations and individuals making tender offers as follows:
Responsibilities of organizations and individuals making tender offers (offerers)
1. From the day on which the supervisory authority of the investor that is an organization issues a tender offer decision or the day on which the investor that is an individual submits the application for tender offer to State Securities Commission to the end of the tender offer, the offerer must not:
a) Directly or indirectly purchase or subscribe shares, call option for shares, warrants and convertible bonds of the target company or closed-end fund certificates of the target investment fund, call option for closed-end fund certificates of the target investment fund outside the tender offer;
b) Sell or conclude an agreement to sell the shares or closed-end fund certificates being bid for;
c) Give unfair treatment to holders of the same types of shares or closed-end fund certificates being bid for;
d) Provide information separately for shareholders and investors at different levels or time;
dd) Refuse to buy the shares or closed-end fund certificates being bid for, unless the investor is permitted to withdraw the tender offer in accordance with Article 92 of this Decree;
e) Purchase shares and closed-end fund certificates against the terms and conditions of the tender offer declaration (for payment in cash) or the prospectus (for payment in bonds)
2. The offerer shall comply with regulations of law on foreign ownership ratio in the target company.
3. The offerer shall fully disclose the following information when the tender offer declaration (for payment in cash) or the prospectus (for payment in bonds) is sent:
a) The quantity of shares, convertible bonds, warrants, call options, closed-end fund certificates of the target company or target investment fund that the offerer and the offerer’s related persons own, whether directly or indirectly (through third parties);
b) The transactions and commitments relevant to the shares or closed-end fund certificates of the target company or target investment fund.
Thus, the tender offer shall ensure fairness among shareholders, and the offerer must not provide information separately for shareholders.
What are the regulations on tender offer rules in Vietnam? What is included in the application for tender offer in Vietnam? (Image from the Internet)
What is included in the application for tender offer in Vietnam?
An application for tender offer is specified in Article 85 of Decree No. 155/2020/ND-CP as follows:
Application for tender offer
1. In case the offerer pays with money, the application shall contain:
a) The application form No. 23 in the Appendix hereof;
b) The information disclosure sheet form No. 24 in the Appendix hereof;
c) A decision of the competent authority of the applying organization to approve the tender offer;
d) The written confirmation of payment guarantee between credit institution and the offerer, or the confirmation that the bank account of the applicant has been frozen in order to ensure that the offerer has sufficient funds for tender offer. These documents shall be sent to State Securities Commission before it issues the notice of receipt of adequate documents;
dd) The securities company’s written confirmation that it is the tender offer agent;
e) A document of National Competition Committee about economic concentration in case the tender offer causes the level of economic concentration to be subject to notification.
2. In case tender offer with shares, the application shall contain the documents specified in Article 54 of this Decree;
Thus, depending on each case of offering of shares in cash or in shares, the application for tender offer will apply according to the provisions of Clause 1 or Clause 2, Article 85 of Decree No. 155/2020/ND-CP.
What are the procedures for tender offer in Vietnam?
Pursuant to the provisions of Article 86 of Decree No. 155/2020/ND-CP on the procedures for tender offer as follows:
- The offerer shall submit the application for tender offer to State Securities Commission, the target company/the target investment fund management company.
- Within 03 working days from the receipt of the application, the target company/the target investment fund management company shall disclose information about the receipt of the tender offer on its website and the Stock Exchange’s website.
- Within 15 working days from the receipt of the satisfactory application, State Securities Commission shall announce the receipt of the satisfactory application on its website. In case the application is rejected, State Securities Commission shall make a written response and provide explanation. However, this regulation does not apply in case shares are issued for tender offer as prescribed in Article 53 of Decree No. 155/2020/ND-CP.
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