Vietnam: 07 cases not mandatory tender offer with the State Securities Commission

Specifically, according to the Law on Securities 2019 of Vietnam, tender offer is not mandatory to the entities mentioned in Clause 1 Article 35 of this Law in the following cases:

- The purchase of shares or closed-end fund certificates results in the holdings specified in Clause 1 Article 35 of this Law under an issuance plan approved by the General Meeting of Shareholders of the public company or the representative board of the closed-end fund;

- The acquisition of voting shares or outstanding closed-end fund certificates results in the holdings specified in Clause 1 Article 35 of this Law as approved by the General Meeting of Shareholders of the public company or the representative board of the closed-end fund,  in which cases the General Meeting of Shareholders or representative board of the closed-end fund shall identify the transferors and transferees;

- The transfer of shares between groups of companies, including business corporations, general companies, parent companies, subsidiaries does not result in cross ownership defined by the Law on Enterprises of Vietnam;

- Shares are acquired through auction of publicly offered securities or offering upon transfer of state capital or a state-owned enterprise’s stakes in another enterprise;

- Shares are acquired through division, acquisition or consolidation of enterprises;

- Giveaway, inheritance of shares or closed-end fund certificates;

- Transfer of shares or closed-end fund certificates under an effective  court judgment, court decision or arbitral decision.

The Government of Vietnam shall elaborate tender offers of shares of public companies and closed-end fund certificates.

View more details at the Law on Securities 2019 of Vietnam, effective from January 01, 2021.

Ty Na

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