1. Bond offering dossier

Pursuant to Clause 2 , Article 12 of Decree 153/2020/ND-CP, the dossier includes the following documents:

• The bond issuance plan shall comply with the provisions of Clause 1, Article 13 of this Decree;
• Documents disclosing information on the bond offering under the provisions of this Decree and the guidance of the Ministry of Finance;

• Contracts signed between the issuer and service providers related to the bond issuance, including:

–       The contract signed with the consultancy organization on the bond offering dossier, except for the case where the bond issuer is a securities company licensed to provide consultancy services on the securities offering dossier in accordance with the provisions of the securities law;

–       Contracts signed with bidders, guarantors or bond issuing agents in accordance with the bond issuance method specified in Article 14 of this Decree, except for the case where the credit institution sells bonds directly to investors;

–       Contracts signed with bond registration and depository organizations;

–       The contract signed with the bondholder’s representative in accordance with the securities law (if any) to supervise the implementation of the issuer’s commitments;

–       The contract signed with the collateral management agent for secured bonds (if any);

–       Contracts signed with other organizations related to the bond offering (if any).

• Financial statements of the preceding year of the audited year of issuance;
• Credit rating results of credit rating agencies for bond issuers and types of bonds issued (if any);
• Decision approving and approving the bond issuance plan of the competent authority;
• Written approval of a competent state management agency in accordance with specialized laws (if any);
• Documents proving the satisfaction of financial prudential ratios and operational prudential ratios for enterprises operating under specialized laws;

• For the offering of convertible bonds and bonds with warrants of public companies, securities companies and securities investment fund management companies, in addition to the documents specified at Points a, b, c, d, dd, e and g of this Clause, the bond offering dossier also includes:

–       The registration for offering is made according to the form in Appendix I issued together with this Decree.

–       A copy of the Decision of the General Meeting of Shareholders/Board of Directors approving the bond offering dossier.

–       The enterprise’s commitment not to violate the regulations on cross-ownership as prescribed by the Law on Enterprises at the time of conversion of bonds into shares and the time of exercising the rights of warrants.

–       Written confirmation of the bank or foreign bank’s branch that the enterprise opens an escrow account to receive money for the purchase of convertible bonds and bonds with warrants of the offering.

2. Conditions foroffering convertible bonds and bonds with warrants to the public of public companies

According to the provisions of Article 21 of Decree 155/2020/ND-CP, the conditions are:

–     There is an issuance plan and a plan to use capital obtained from the offering of convertible bonds and bonds with warrants approved by the General Meeting of Shareholders.

–     There is a securities company that consults on the dossier of registration for offering convertible bonds and bonds with warrants to the public, unless the issuer is a securities company.

–     There is a commitment and must list the bonds on the securities trading system after the end of the offering.

–     The issuer must open an escrow account to receive money for the purchase of convertible bonds and bonds with warrants of the offering.

–     The total value of convertible bonds and bonds with warrants calculated at par value must not be greater than the total value of outstanding shares at par value, unless there is an issuance guarantee with a commitment to purchase all convertible bonds or bonds with warrants for resale or purchase of convertible bonds. The remaining bonds with warrants have not been fully distributed.

–     For the public offering for the purpose of mobilizing capital for the implementation of the project of the issuer, the number of convertible bonds and bonds with warrants to be sold must reach at least 70% of the number of convertible bonds and bonds with warrants expected to be offered for sale for the implementation of projects. The issuing organization must have a plan to make up for the shortfall of capital expected to be mobilized from the offering to implement projects

–     The contributed charter capital at the time of registration for the offering is VND 30 billion or more, calculated according to the value recorded in the accounting books.

–     The issuing organization is not in the case of being examined for penal liability or has been convicted of one of the crimes of infringing upon the economic management order but has not yet had its criminal record expunged.

–     The business activities of the year preceding the year of registration for the offering must be profitable, and at the same time there must be no accumulated losses up to the year of registration of the offering.

–     There is a commitment to fulfill the obligations of the issuer to investors on the conditions for issuance, payment, assurance of legitimate rights and interests of investors and other conditions.

3. Bond offering process

Pursuant to Article 11 of Decree 153/2020/ND-CP stipulating the bond offering process as follows:

• For the offering of non-convertible bonds without warrants:

–       Enterprises prepare bond offering dossiers;

–       Enterprises disclose information before the offering;

–       Enterprises shall organize bond offerings by the methods specified in Article 14 of this Decree. Enterprises must complete the distribution of bonds within 90 days from the date of information disclosure before the bond offering;

–       The issuer shall register and deposit bonds according to regulations.

• For the offering of convertible bonds, bonds with warrants:

–       Enterprises prepare bond offering dossiers;

–       The enterprise shall send 01 set of bond offering dossier to the State Securities Commission. Within 10 days from the date of receipt of a complete and valid dossier, the State Securities Commission shall approve in writing; in case of refusal, the State Securities Commission shall reply in writing and clearly state the reason.

–       After the State Securities Commission approves, the enterprise discloses information before the offering and organizes the bond . The proceeds from the offering must be transferred to the escrow account opened at the bank or foreign bank’s branch. The opening and use of escrow accounts shall comply with regulations on securities offering, issuance and public tender offer specified in the Decree detailing the implementation of a number of articles of the Law on Securities.

–       Within 10 days from the date of completion of the offering, the enterprise shall report the offering results enclosed with the certification of the bank or foreign bank branch where the escrow account is opened on the proceeds to the State Securities Commission. Within 03 working days from the date of receipt of the full report on the offering result, the State Securities Commission shall notify the issuer and at the same time post on the website of the State Securities Commission the receipt of the report on the offering result.

–       After the State Securities Commission announces the receipt of the report on the results of the offering, the issuer is entitled to release the proceeds from the offering.

–       The issuer shall register and deposit bonds.

• Enterprises pay interest and bond principal and implement the information disclosure regime as prescribed in Sections 3 and 4, Chapter II of Decree 153/2020/ND-CP.

Above is the entire content of consultation related to the conditions and process of offering bonds of public companies. In case you need support, please contact KALF for answers.

K & ASSOCIATES LAW FIRM 

Address : 4th Floor, No. 05 Nguyen Thi Nhung, Van Phuc Urban Area, Thu Duc City, HCMC.

Email : info@k-associates.vn

Phone : (+84) 338747705 (Zalo, facebook, viber, Instagram)

Hotline : (+84) 937298177