The State Bank of Vietnam (SBV) has issued Circular 10/2022/TT-NHNN guiding the management of foreign exchange for the issuance of bonds to the international market by enterprises that are not guaranteed by the Government.
This Circular stipulates the procedures for registration and registration for changes in the issuance of bonds to the international market of enterprises that are not guaranteed by the Government; Other contents on foreign exchange management related to foreign loans in the form of issuing bonds to the international market shall comply with regulations on foreign exchange management for foreign borrowing and repayment of enterprises.
The Circular clearly states that the basis for considering and certifying the registration of international bond issuance is the value of the international bond issuance is within the total annual limit of foreign commercial loans for self-borrowing and self-payment approved by the Prime Minister; the issuer conforms and completely fulfills the current Law on providing corporate bonds to the international market, current Law on managing foreign exchange for overseas borrowing and debt repayment activities not guaranteed by the Government.
Procedures for the registration of international bond issuance
Before a bond offering is made, the following requirements must be met, according to the Circular: After the international bond issuance plan has been approved by a competent authority in accordance with the law and at least 20 working days before the issuer conducts a bond offering in the international market, the issuer shall send one set of application files for registration of international bond issuance to the State Bank (Foreign Exchange Management Department); within 8 working days from the date of receipt of the complete and valid dossier, the State Bank shall issue a written confirmation or refusal to confirm the issuance limit. In case of refusal to confirm the issuance limit, the State Bank shall send a written explanation clearly stating the reason.
When issuing bonds, the issuer must submit the necessary documents prior to the date on which the bond price will be determined, after choosing the underwriters, agents, and legal advisors associated with the issue, and if the issue's value falls within the total limit of foreign commercial loans for self-borrowing and self-paying, which is annually approved by the Prime Minister.
The issuer completes the application for registration of the issuance with the official components in accordance with the requirements when the regulatory documents have been formally signed between the connected parties.
In the event that the information in Part Three of the application for registration of international bond issuance changes as a result of the issuance, the issuer must revise and resubmit the application.
The issuer must include a written report describing the differences between the contract, the official agreement, and the final draft in the preliminary dossier submitted to the SBV if the officially signed contracts and agreements differ in content from the drafts sent to the SBV and do not violate applicable laws.
The State Bank shall check the completeness and validity of the preliminary dossier within 10 working days of receiving it. The State Bank must request the issuer in writing to complete the application for registration of the issuance if it is required to clarify, add to, or modify pertinent contents.
Within 02 working days from the date of receiving the official dossier as prescribed, the State Bank shall send a written confirmation of registration of international bond issuance to the issuer. In case of refusal, the State Bank shall send a written explanation clearly stating the reason.
This Circular will go into effect on September 15, 2022.
Originally published September 21, 2022
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