Latest regulations on application for overseas offering of bonds in Vietnam

Hello, Lawnet would like to answer as follows:

1. Latest regulations on application for overseas offering of bonds in Vietnam

According to Article 72 of Decree 155/2020/ND-CP, the application for overseas offering of bonds in Vietnam include:

- The application form No. 19 in the Appendix of  Decree 155/2020/ND-CP.

- The decision of the GMS to approve the bond offering plan and the plan for use of revenue obtained from the offering; approve or authorized the Board of Directors to approve the plan for ensuring conformable foreign ownership ratio.

- The written confirmation of a permitted bank or FBB that the issuer has opened an escrow account to receive payment for bonds in foreign currencies as prescribed by regulations of law on foreign exchange management.

- The written approval from SBV for overseas issuance of bonds in accordance with regulations of law on credit institutions in case the issuer is a credit institution; the written approval from the Ministry of Finance for overseas issuance of bonds in accordance with regulations of law on insurance business in case the issuer is an insurer.

- The draft documents for offering registration with the competent authority of the host country or opinions of an international legal counseling company that the offering does not have to be registered with a competent authority of the host country

Thus, the application for overseas offering of bonds in Vietnam must include:

- Application

- Decision of the GMS to approve the bond offering plan and the plan for use of revenue obtained from the offering

- Written confirmation of a permitted bank for opening an escrow account to receive payment for bonds

- Written approval from the relevant state management agency

- Draft documents for offering registration or opinions of an international legal counseling company

2. Procedures for approving overseas offering of shares in Vietnam

Procedures for approving overseas offering of shares in Vietnam are carried out as follows:

- The issuer shall send the application for approval specified in Article 72 of  Decree 155/2020/ND-CP to SSC before submitting the official application for offering to the competent authority of the foreign country.

- Within 10 working days from the receipt of the satisfactory application, SSC shall issue a written approval and post it on its website, or issue a written rejection and provide explanation.

- Within 07 working days from the day on which SSC issues the approval, the issuer shall make an announcement of this approval on the website of the issuer and the Stock Exchange.

- The issuer shall complete the distribution of shares within 90 days from the day on which approval is granted by SSC. If the issuer fails to complete the distribution of shares within this time limit, SSC will consider extending the time limit for up to 30 more days.

- Within 10 days from the end of the offering, the issuer shall send the report on the revenue generated by the offering enclosed with confirmation of the bank or FBB where the escrow account is opened to SSC in accordance with SSC and disclose this information on the websites of the issuer and SSC.

- Within 03 days from the receipt of the satisfactory report, SSC shall send a written notification of the receipt of the report to the issuer, the Stock Exchange and VSDCC, and announce the receipt of it on the website of SSC.

- After receiving the notification from SSC, the issuer may request unfreezing of the amount obtained from the offering.

Thus, the rocedures for approving overseas offering of shares in Vietnam are as follows:

- The issuer shall send the application for approval to SSC before submitting the official application for offering to the competent authority of the foreign country.

- Within 10 working days from the receipt of the satisfactory application, SSC shall issue a written approval and post it on its website, or issue a written rejection and provide explanation.

- Within 07 working days from the day on which SSC issues the approval, the issuer shall make an announcement of this approval on the website of the issuer and the Stock Exchange.

- The issuer shall complete the distribution of shares within 90 days from the day on which approval is granted by SSC, which is allowed to extend to up to 30 more days.

- After the end of the offering, the issuer shall send the report on the revenue generated by the offering enclosed with confirmation of the bank or FBB where the escrow account is opened to SSC and disclose this information on the websites

- Within 03 days from the receipt of the satisfactory report, SSC shall send a written notification of the receipt of the report to the issuer,

- After receiving the notification from SSC, the issuer may request unfreezing of the amount obtained from the offering.

(Pursuant to Article 77 of Decree 155/2020/ND-CP)

Best regards!