What is included in the application for private placement at lower prices than face value applicable to a public company in Vietnam?
- What is included in the application for private placement by a public company in Vietnam?
- What are the conditions for a public company to make private placement at lower prices than face value?
- What is included in the application for private placement at lower prices than face value applicable to a public company in Vietnam?
What is included in the application for private placement by a public company in Vietnam?
According to the provisions of Article 43 of Decree No. 155/2020/ND-CP, a public company needs to prepare the following documents to register for a private placement of shares:
- The application form No. 10 in the Appendix hereof.
- The General Meeting of Shareholders’ decision to approve the issuance plan, the plan for use of revenue obtained from the offering, where:
+ The issuance plan shall specify:
++ Purposes of the offering, quantity of offered shares; offered price or rules for determination of offer price or authority of the Board of Directors to determine the offer price;
++ Criteria for investor selection; quantity of investors; strategic investors, professional securities investors and quantity of shares offered to each investor or the authority of the Board of Directors to identify professional securities investors.
++ 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;
+ 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 decision of the Board of Directors to approve that the shares are offered to professional securities investors if authorized by the General Meeting of Shareholders. Persons whose interests are relevant to the offering must not vote.
- The decision of the Board of Directors to approve the application for offering. For offering of shares of a credit institution, the application shall also include SBV’s written permission for increase in charter capital in accordance with regulations of law on credit institutions. For offering of shares of an insurer, the application shall also include the Ministry of Finance’s written permission for increase in charter capital in accordance with regulations of law on insurance business.
- A decision of the General Meeting of Shareholders or the Board of Directors (if authorized by the General Meeting of Shareholders) to approve the plan for assuring conformable foreign ownership ratio during the offering.
- The issuer’s commitment to not violate regulations on cross ownership of the Law on Enterprises.
- Written confirmation by the bank or foreign bank branch of the opening of an escrow account to receive payment for the offered shares.
- Documents providing information about the offering for the investors (if any).
- Documents about use of the revenue generated by the offering (if any).
What is included in the application for private placement at lower prices than face value applicable to a public company in Vietnam?
What are the conditions for a public company to make private placement at lower prices than face value?
According to the provisions of Article 44 of Decree No. 155/2020/ND-CP, a public company makes private placement at lower prices than face value needs to meet the following conditions:
- The shares are only offered to strategic investors and the transfer of shares is restricted for at least 03 years from the ending date of the offering, unless otherwise dictated by an effective court judgment or decision, arbitral decision or a will as prescribed by law.
- The issuance must not lead to violations against regulations on cross ownership of the Law on Enterprises.
- The conditions specified in Points a, d and dd Clause 1 Article 31 of the Law on Securities, Clauses 1 and 2 Article 17 of Decree No. 155/2020/ND-CP are satisfied.
What is included in the application for private placement at lower prices than face value applicable to a public company in Vietnam?
According to the provisions of Article 45 of Decree No. 155/2020/ND-CP, a public company that registers for a private placement of shares at lower prices than face value needs to prepare documents:
- 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: purposes of the offering, quantity of offered shares; offer price or rules for determination of offer price or authority of the Board of Directors to determine the offer price; criteria for investor selection; list of strategic investors and quantity of shares offered to each investor. 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;
+ 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.
- A table that specifies the reference share prices of 60 consecutive trading days before the list of shareholders is closed for survey or the General Meeting of Shareholders is held to approve the issuance plan, which is certified by 01 securities company.
- The latest annual financial statement audited by an accredited audit organization.
- The documents specified in Clauses 1, 4, 5, 6, 7, 8, 9 Article 43 of this Decree.
+ The application form No. 10 in the Appendix hereof.
+ The decision of the Board of Directors to approve the application for offering. For offering of shares of a credit institution, the application shall also include SBV’s written permission for increase in charter capital in accordance with regulations of law on credit institutions. For offering of shares of an insurer, the application shall also include the Ministry of Finance’s written permission for increase in charter capital in accordance with regulations of law on insurance business.
+ A decision of the General Meeting of Shareholders or the Board of Directors (if authorized by the General Meeting of Shareholders) to approve the plan for assuring conformable foreign ownership ratio during the offering.
+ The issuer’s commitment to not violate regulations on cross ownership of the Law on Enterprises.
+ Written confirmation by the bank or foreign bank branch of the opening of an escrow account to receive payment for the offered shares.
+ Documents providing information about the offering for the investors (if any).
+ Documents about use of the revenue generated by the offering (if any).
LawNet