What are conditions for offering of privately placed corporate bonds in multiple waves in Vietnam?

What are conditions for offering of privately placed corporate bonds in multiple waves in Vietnam?

Pursuant to Article 10 of the Decree 153/2020/NĐ-CP (amended Clause 7 Article 1 of the Decree 65/2022/NĐ-CP) stipulating conditions for offering of privately placed corporate bonds in multiple waves in Vietnam as follows:

1. An enterprise that wishes to offer bonds in multiple waves must satisfy the following conditions:

a) Meet the requirements for bond offering laid down in Article 9 hereof;

b) Have demands for funds in multiple stages in conformity with the purposes of bond issuance approved according to Clause 2 Article 13 hereof;

c) Have a bond issuance plan in which the quantity of bonds to be offered, issuing time and plan to use funds raised from each offering wave must be specified.

2. Bonds offered in each offering wave must be distributed within 30 days from the date of disclosure of information before offering. Total duration for a multiple-wave offering shall not exceed 06 months from the issue date of the first offering wave.

What are procedures for offering of non-convertible bonds without warrant by public companies and companies other than public companies in Vietnam?

Pursuant to Clause 1 Article 11 of the Decree 153/2020/NĐ-CP (amended Clause 8 Article 1 of the Decree 65/2022/NĐ-CP) stipulating as follows:

1. With regard to the offering of non-convertible bonds without warrant by public companies and companies other than public companies, and the offering of convertible bonds and warrant-linked bonds by companies other than public companies (excluding securities companies and fund management companies):

a) The issuer shall prepare a bond offering dossier as prescribed in Article 12 hereof.

b) The issuer shall disclose information before the bond offering as prescribed in Article 19 hereof.

c) The issuer shall organize the bond offering according to the methods prescribed in Article 14 of this Decree. The issuer shall complete the distribution of bonds within 30 days from the date of information disclosure before offering.

d) The issuer shall carry out registration and depositing of bonds as prescribed in Article 15 hereof.

What are procedures for offering of convertible bonds and warrant-linked bonds by public companies in Vietnam?

Pursuant to Clause 2 and 3, Article 11 of the Decree 153/2020/NĐ-CP stipulating as follows:

2. 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.

d) Within 10 days from the completion date of the offering, the issuer shall submit a report on offering results, made according to the form in Appendix III enclosed herewith, enclosed with confirmation of proceeds given by the bank or foreign bank branch where the escrow account is opened, to SSC. Within 03 working days from the receipt of the adequate report on offering results, SSC shall give a notification to the issuer and publish information about the offering results on its website.

dd) After receiving the notification from SSC, the issuer shall have the proceeds from the bond offering in escrow released.

e) The issuer shall carry out procedures for registration and depositing of bonds.

3. The issuer shall make payments of bond principals and interests, and disclose information according to Section 3 and Section 4 Chapter II hereof.

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