In what cases must the individual corporate bond registration certificate in Vietnam be adjusted?

In what cases must the individual corporate bond registration certificate in Vietnam be adjusted?

Pursuant to Article 9 of the Regulation on registration, depository and payment of individual corporate bond transactions issued together with Decision 44/QD-VSD in 2023 stipulating regulations on adjusting the individual corporate bond registration certificate in Vietnam in the following 04 cases:

(1) The issuer registers additional bonds;

(2) The issuer reduces the number of registered bonds;

(3) The issuer changes the bond's terms and conditions (changes in the nominal interest rate of the bond, prolongs the bond's term, and the method of payment of bond principal and interest);

(4) The issuer changes name.

What are principles for registering individual corporate bonds in Vietnam?

Pursuant to Article 4 of the Regulation on registration, depository and payment of individual corporate bond transactions issued together with Decision 44/QD-VSD in 2023 stipulating principles for registering individual corporate bonds in Vietnam as follows:

- The issuer of corporate bonds must register bonds at VSDC within the time limit specified in Clause 12, Article 1 of Decree 65/2022/ND-CP.

- Individual corporate bonds registered at the Vietnam Securities Depository and Clearing Corporation are bonds with par value as prescribed by law.

- The issuer shall carry out procedures for bond registration directly with the Vietnam Securities Depository and Clearing Corporation or through a securities company.

When shall the number of registered bonds be adjusted to reduce?

Pursuant to Clause 2 Article 10 of the Regulation on registration, depository and payment of individual corporate bond transactions issued together with Decision 44/QD-VSD in 2023 stipulating as follows:

Dossier for adjustment of individual corporate bond registration certificate

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2. In case of adjusting to reduce the number of registered bonds

2.1. VSDC makes adjustments to reduce the number of registered bonds in the following cases:

a) The issuing organization repurchases a portion of the bond before maturity;

b) The issuer of a partial bond swap;

c) Issuing organization partially converts bonds;

d) The issuer changes the term of the bond, but there are cases where the bondholder does not accept the change, resulting in the issuer having to make payment of bond principal and interest to the bondholder. This bond follows the announced issuance plan according to the provisions of Article 2 of Decree No. 08/2023/ND-CP dated March 5, 2023 of the Government amending, supplementing and suspending the implementation of a number of articles in Decrees stipulating the private placement of corporate bonds for sale and transactions in the domestic market and the offering for sale of corporate bonds to the international market (hereinafter referred to as Decree No. 08/2023/ND-CP).

Thus, the adjustment to reduce the number of registered bonds is made in the following cases:

- The issuing organization repurchases a portion of the bond before maturity;

- Organizations issuing partial bond swaps;

- Issuing organization partially converts bonds;

- The issuer changes the term of the bond, but there are cases where the bondholder does not accept the change, resulting in the issuer having to make payment of bond principal and interest to the bondholder. This is according to the announced issuance plan as prescribed in Article 2 of Decree 08/2023/ND-CP.

How many days does it take to process the application for adjustment of the Certificate of Individual Corporate Bond Registration in Vietnam?

Pursuant to Article 11 of the Regulation on registration, depository and payment of individual corporate bond transactions issued together with Decision 44/QD-VSD in 2023 stipulating as follows:

Processing documents to adjust individual corporate bond registration certificates

1. Processing time

1.1. For the cases specified in Clauses 1 and 2, Article 10 of this Regulation, the time limit for VSDC to consider and process the application for adjustment of the Bond Registration Certificate is within 5 working days from the date VSDC receives the issuer's dossier. The date VSDC receives the issuer's dossier is specified in Clause 7, Article 3 of this Regulation.

1.2. For the cases specified in Clause 3 and Clause 4, Article 10 of this Regulation, the time for VSDC to consider and process documents to adjust the Bond Registration Certificate is within 02 working days from the next day after the date VSDC receives the issuer's dossier. The date VSDC receives the issuer's dossier is specified in Clause 7, Article 3 of this Regulation.

2. In case the application is complete and valid, VSDC will issue an amended Certificate of Bond Registration (Form 05A, 05B, 05C, 05D/DK-TPRL) to the issuer and send a written notice on adjustments (Forms 06A, 06B, 06C, 06D/DK-TPRL) for the issuing organization, relevant HNX and depository members.

3. In case the dossier is not complete and valid, VSDC sends a written notice to the issuer requesting supplementation, explanation or clearly stating the reason for not making adjustments to the Bond Registration Certificate.

Thus, the processing time for adjustment documents to individual corporate bond registration certificates is:

- In case of adjustment due to additional registration of individual corporate bonds and reduction in the number of registered bonds: 05 working days from the day immediately following the date VSDC receives the dossier from the issuing organization.

- In case of changing conditions and terms (change in bond nominal interest rate, extension of bond term, method of payment of interest and principal) of bonds and change of issue name: 02 working days from the day immediately following the date VSDC receives the issuer's dossier.

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