1. Principles of public tender offer

Pursuant to Article 82 of Decree 155/2020/ND-CP stipulating the principles of public tender offer of shares as follows:

  • The public tender offer must ensure fairness for shareholders of the target company and investors of the target investment fund.
  • Parties participating in the public tender offer are provided with sufficient information to approach the proposal to buy shares and closed-end fund certificates.
Principles of public tender offer. Internet Image.
Principles of public tender offer. Internet Image.
  • Respect the right to self-determination of shareholders of the target company and investors of the target investment fund.
  • Organizations and individuals making public tender offers must appoint a securities company as an agent for public tender offers.
  1. Order and procedures for registration of public tender offer

Pursuant to Article 86 of Decree 155/2020/ND-CP stipulating the order and procedures for registration of public tender offer of shares as follows:

  • Organizations and individuals making public tender offers shall send dossiers of registration for public tender offers to the State Securities Commission; and at the same time send it to the target company, the securities investment fund management company to manage the target investment fund.
  • Within 03 working days from the date of receipt of the dossier of registration for public tender offer, the target company, the securities investment fund management company managing the target investment fund shall be responsible for disclosing information about the receipt of the public tender offer proposal on the website of the target company, securities investment fund management company, target investment fund management, Stock Exchange.
Order and procedures for registration of public tender offer. Internet Image.
Order and procedures for registration of public tender offer. Internet Image.
  • Within 15 days from the date of receipt of a complete and valid dossier, the State Securities Commission shall notify in writing the organization or individual making the public tender offer and post on the website of the State Securities Commission that the public tender offer registration dossier has been fully received; in case of refusal, it must reply in writing and clearly state the reason.
  • The provisions of Clause 3 of this Article do not apply to the case of issuance of stocks for public tender offer specified in Article 53 of this Decree.
  1. Dossier of registration of public tender offer

Pursuant to Clause 1, Article 85 of Decree 155/2020/ND-CP stipulating the dossier of public tender offer of shares as follows:

In case an organization or individual makes a public tender offer for payment in cash, a dossier of registration for a public tender offer comprises:

  • The registration of public tender offer made according to Form No. 23 in the Appendix to this Decree;
  • The information disclosure made according to Form No. 24 in the Appendix to this Decree;
  • Decision of the competent authority of the organization registering the public tender offer through the public tender offer;
Dossier of registration of public tender offer. Internet Image.
Dossier of registration of public tender offer. Internet Image.
  • The certificate of payment guarantee of the credit institution for the organization or individual making the public tender offer or the certificate of freezing of the bank account of the organization or individual making the public tender offer ensures that the organization or individual has sufficient money to make the public tender offer. This document must be sent to the State Securities Commission before the date the State Securities Commission issues a written notice of receipt of the complete dossier;
  • The securities company’s document certifying the act of public tender offer agent;
  • The National Competition Commission’s document on economic concentration shall be implemented or conditional economic concentration in case of public bidding leading to economic concentration activities within the economic concentration threshold must be notified.

The above is the entire consultancy content related to the order, procedures and dossiers of registration for public tender for ballots of public companies. In case you need support, please contact KALF for answers.

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