Are individual securities offered every 3 months in Vietnam?

Are individual securities offered every 3 months in Vietnam?

Pursuant to Clause 1, Article 31 of the Securities Law 2019, conditions for offering individual shares, individual convertible bonds, bonds with individual options of public companies include:

1. In order to make a private placement of shares, convertible bonds, warrant-linked bonds, a public company shall satisfy the following requirements:

a) There is a decision of the General Meeting of Shareholders to ratify the plan for issuance and the plan for use of capital generated by the private placement with specific criteria and quantity of investors;

b) The private placement is only available to strategic investors and professional investors;

c) The transfer of privately placed shares, convertible bonds and warrant-linked bonds is limited to 03 years for strategic investors and 01 year for professional investors from the ending date of the private placement, except for transfer between professional investors, transfer under an effective court judgment or decision, arbitral decision, and transfer due to inheritance as prescribed by law;

d) There is an interval of at least 06 months between two private placements of shares, convertible bonds, warrant-linked bonds;

dd) The ratio of holding of shares, conversion of bonds into shares and execution of warrants by foreign investors is conformable with law.

Thus, according to the above regulations, your company may only offer securities individually for a minimum of 6 months in Vietnam, because the company offered securities individually 3 months ago, so it is not allowed to continue to offer securities individually.

What are the individual share offer applications of the public company in Vietnam?

Pursuant to Article 43 of Decree 155/2020/ND-CP , the application dossiers for individual share offer of public companies include:

1. The application form No. 10 in the Appendix hereof.

2. The GMS’s decision to approve the issuance plan, the plan for use of revenue obtained from the offering, where:

a) 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;

b) 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.

3. The decision of the Board of Directors to approve that the shares are offered to professional securities investors if authorized by the GMS. Persons whose interests are relevant to the offering must not vote.

4. 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.

5. A decision of the GMS or the Board of Directors (if authorized by the GMS) to approve the plan for assuring conformable foreign ownership ratio during the offering.

6. The issuer’s commitment to not violate regulations on cross ownership of the Law on Enterprises.

7. Written confirmation by the bank or FBB of the opening of an escrow account to receive payment for the offered shares.

8. Documents providing information about the offering for the investors (if any).

9. Documents about use of the revenue generated by the offering (if any).

Best Regards!