Cases in which registration of changes in international bond issue is compulsory in Vietnam

Cases in which registration of changes in international bond issue is compulsory in Vietnam (Internet image)

Regarding this issue, LawNet responded as follows:

1. What is an international bond issue?

According to Clause 3, Article 3 of Circular 10/2022/TT-NHNN, international bond issue means a foreign medium or long-term loan which is received through issuance of international bonds by an issuer without the government guarantee.

In which, the issuer is the borrower in a foreign loan in the form of international bond issuance that is not guaranteed by the Government.

(Clause 2, Article 3 of Circular 10/2022/TT-NHNN)

2. Cases in which registration of changes in international bond issue is compulsory in Vietnam

Specifically, in Clause 2, Article 9 of Circular 10/2022/TT-NHNN, the issuer shall only give a written notification (by post or directly) to the SBV (via the Foreign Exchange Management Department) without applying for registration of the following changes:

- Changes in the time limit for fund withdrawal or principal debt repayment by no more than 10 business days compared to that specified in the plan certified by the SBV;  

- Changes in address of the issuer;

- Change of business name of the account service provider where the issuer’s foreign borrowing and debt repayment account is opened;

- Changes in the plan to pay interests, fees and charges on the international bond issue certified by the SBV under the certification of registration or registration of changes in the international bond issue, except changes in methods for calculation of interests, fees and charges specified in terms and conditions of the bond. 

The issuer shall prepare the interest, fee and charge calculation sheet which shall be used as the basis for inspection and monitoring by the account service provider when making money transfer;

- Changes (increase or decrease) in the amount of fund withdrawn or payment of principal, interest, fees and charges up to 100 units of the foreign borrowing currency compared to those specified in the SBV's certification of registration or registration of changes in the international bond issue;

- Changes in amounts transferred for paying principal in case bonds are converted or swapped into shares in respect of the international bond issue containing conversion or swapping factors of a public company, securities company or securities investment fund management company;

- Changes in the actual amount of fund withdrawn or principal repayment of a specific period which is lower than that specified in the fund withdrawal and debt repayment plan enclosed with the SBV's certification of registration or registration of changes in the international bond issue.

3. Application for registration of changes in international bond issue in Vietnam

An application for registration of changes in international bond issue includes:

- The application form made according to Appendix 03 enclosed with Circular 10/2022/TT-NHNN.

Application for registration of changes in international bond issue

- Copies of documents in foreign languages and Vietnamese translations of the signed agreements on changes (if any).

- The copy of the written approval for the international bond issuance plan given by competent authorities in respect of changes in the international bond issue (if any).

(Article 10 of Circular 10/2022/TT-NHNN)

3. Procedures for registration of changes in international bond issues in Vietnam

According to Article 11 of Circular 10/2022/TT-NHNN, the order of carrying out procedures for registration of changes in international bond issuance is as follows:

- Within 30 days from the conclusion of the agreement on change or before making the change (in case the conclusion of the agreement on change is not required, provided the change is conformable with other contracts or agreements on the bond issue), the issuer shall submit an application for registration of changes in the international bond issue which contains the documents specified in Article 10 of Circular 10/2022/TT-NHNN to the SBV (via the Foreign Exchange Management Department).

- Within 10 business days from the receipt of the application, if additional information establishing grounds for certification or refusal of the application is required, the SBV shall request the issuer in writing to provide necessary information and documents.

- Within 15 business days from the receipt of the adequate and valid application, the SBV shall give certification or refuse to give certification of registration of changes in the international bond issue.

If an application is refused, the SBV shall provide reasons for such refusal in writing.

Thanh Rin

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