What are conditions for offering of bonds in international market with regard to non-convertible bonds without warrant in Vietnam?

What are conditions for offering of bonds in international market with regard to non-convertible bonds without warrant in Vietnam?

Pursuant to Clause 1 Article 25 of the Decree 153/2020/NĐ-CP stipulating conditions for offering of bonds in international market with regard to non-convertible bonds without warrant in Vietnam as follows:

1. With regard to non-convertible bonds without warrant:

a) The issuer must be a joint-stock company or limited liability company duly established and operating in accordance with the law of Vietnam;

b) The plan for issuance of bonds in the international market must have been approved and accepted by a competent authority as prescribed in Article 28 hereof;

c) It has maintained adequacy ratios and prudential ratios in operations in accordance with regulations of specialized laws;

d) It complies with regulations on management of enterprises’ borrowing and repayment of foreign debts which are not guaranteed by the Government, and regulations on foreign exchange management;

dd) It meets the offering conditions according to regulations adopted in the issuing market.

What are conditions for offering of bonds in international market with regard to convertible bonds or warrant-linked bonds in Vietnam?

Pursuant to Clause 2 Article 25 of the Decree 153/2020/NĐ-CP stipulating conditions for offering of bonds in international market with regard to convertible bonds or warrant-linked bonds in Vietnam as follows:

2. With regard to convertible bonds or warrant-linked bonds:

a) The issuer must be a joint-stock company that meets the conditions laid down in Clause 1 of this Article;

b) The conversion of bonds into shares and execution of warrants must ensure the ratio of holding by foreign investors as prescribed by law;

c) There is an interval of at least 06 months between two offerings of convertible bonds or warrant-linked bonds.

What are procedures for offering of bonds in international market in Vietnam?

Pursuant to Article 26 of the Decree 153/2020/NĐ-CP stipulating procedures for offering of bonds in international market in Vietnam as follows:

1. With regard to the offering of bonds in the international market by a company other than a public company:

a) The issuer shall prepare a bond offering dossier as prescribed in Article 27 hereof and organize the offering in the issuing market.

b) The issuer shall disclose information according to Articles 29, 30 and 31 hereof and regulations adopted in the issuing market.

2. With regard to the offering of bonds in the international market by a public company, securities company or fund management company:

a) The issuer shall prepare a bond offering dossier as prescribed in Article 27 hereof and send it to SSC. Within 10 days from the receipt of adequate and valid dossier, SSC shall give its written approval. If a dossier is refused, SSC shall give a written response in which reasons for such refusal must be specified.

b) After obtaining the approval from SSC, the issuer shall disclose information before offering according to Article 29 hereof and organize the offering according to regulations adopted in the issuing market.

c) Within 10 days from the completion date of the bond offering, the issuer shall submit a report on offering results, made according to the form in Appendix IV enclosed herewith, to SSC.

3. The issuer shall make bond principal and interest payments, and disclose information according to regulations adopted in the issuing market and Section 2 Chapter III hereof.

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