What is the form of convertible bond offering registration of public companies in Vietnam?
What is the form of convertible bond offering registration of public companies in Vietnam?
Currently, a form of convertible bond offering registration of public companies in Vietnam is specified in Appendix I issued with Decree 153/2020/ND-CP as follows:
Download the form of convertible bond offering registration of public companies in Vietnam: here
What is the form of convertible bond offering registration of public companies in Vietnam?
What is the convertible bond offering dossier of public companies in Vietnam?
Pursuant to Clause 2, Article 12 of Decree 153/2020/ND-CP stipulates as follows:
A bond offering dossier shall include the following documents:
- The bond issuance plan which is prepared according to Clause 1 Article 13 of this Decree;
- Documentary evidences of fulfillment of bond offering conditions laid down in Article 9 and Article 10 of this Decree;
- The disclosure of information about the bond offering which is made according to the provisions of this Decree and guidelines of the Ministry of Finance;
- The contracts signed between the issuer and the bond offering-related service providers;
- Periodical reports on use of funds raised from the bond issuance in respect of outstanding bonds as prescribed in Point c Clause 2 Article 21 of this Decree.
- The report on credit rating of the issuer that is subject to compulsory credit rating as prescribed in Clause 2 Article 19 of the Decree No. 155/2020/ND-CP of which the time of application is prescribed in Clause 3 Article 310 of the same document.
- The decision to approve and accept the bond issuance plan;
- The written approval given by a competent authority as prescribed in specialized laws (if any);
- A commercial bank or FBB’s confirmation of the issuer’s account opened for receiving payments for non-convertible bonds without warrant or of the issuer’s escrow account opened for receiving payments for convertible bonds or warrant-linked bonds offered. In case the issuer is a commercial bank, its confirmation of receipt of adequate payments for offered bonds is required;
- In case of offering of secured bonds, the bond offering dossier shall also include documentary evidence of the legal status of the collateral, collateral valuation reports provided by qualified valuation service providers, documents proving completion of registration of collateral as security interest as prescribed by law on registration of security interest, and documents/information on the order of payments made to bondholders in case the collateral is used for debt payment.
- The written certification of bond buyers as prescribed in Point d Clause 2 Article 8 of this Decree.
- The written confirmation by the organization providing bidding, underwriting or brokerage services of transfer of funds raised from the bond offering to the issuer’s account. If the issuer is a commercial bank, its confirmation of receipt of adequate funds raised from the bond issue is required.
- Other documents related to the bond offering (if any).
Where are the places to submit the convertible bond offering dossier for public companies in Vietnam?
Pursuant to Clause 2, Article 11 of Decree 153/2020/ND-CP has the following provisions:
Bond offering procedures
...
With regard to the offering of convertible bonds and warrant-linked bonds by public companies, securities companies or fund management companies:
a) The issuer shall prepare a bond offering dossier as prescribed in Article 12 hereof.
b) The issuer shall send 01 set of the bond offering dossier prescribed in Point a of this Clause to the State Securities Commission of Vietnam (SSC). Within 10 days from the receipt of adequate and valid dossier, SSC shall give written approval. If a dossier is refused, SSC shall give a written response in which reasons for such refusal must be specified.
c) After obtaining the written approval from SSC, the issuer shall disclose information before the offering and organize the issuance of bonds according to Point b, Point c Clause 1 of this Article. Proceeds from the offering shall be transferred to the escrow account opened at a bank or foreign bank branch. Opening and use of escrow account shall comply with regulations on offering, issuance of securities and tender offer laid down in the Decree providing guidelines for implementation of the Law on Securities.
...
Accordingly, after preparing a convertible bond offering dossier, a public company can submit it to the Securities Commission of Vietnam.
LawNet
