VietnameseDecree No. 53/2009/ND-CP dated June 04, 2009 of the Government on issue of international bonds
ATTRIBUTE
Decree No. 53/2009/ND-CP dated June 04, 2009 of the Government on issue of international bonds
| Issuing body: | Government | Effective date: | Known Please log in to a subscriber account to use this function. Don’t have an account? Register here |
| Official number: | 53/2009/ND-CP | Signer: | Nguyen Tan Dung |
| Type: | Decree | Expiry date: | Updating |
| Issuing date: | 04/06/2009 | Effect status: | Known Please log in to a subscriber account to use this function. Don’t have an account? Register here |
| Fields: | Finance - Banking |
For more details, click here.
Download files here.
LuatVietnam.vn is the SOLE distributor of English translations of Official Gazette published by the Vietnam News Agency
Effect status: Known
THE GOVERNMENT ------------- No. 53/2009/ND-CP | SOCIALIST REPUBLIC OF VIETNAM Independence- Freedom- Happiness -------------- Hanoi, June 04, 2009 |
DECREE
On issue of international bonds
THE GOVERNMENT
Pursuant to the December 25, 2001 Law on Organization of the Government;
Pursuant to the December 16, 2002 Law on State Budget;
Pursuant to the December 21, 2005 Ordinance on Foreign Exchange;
Pursuant to Decree No. 134/2005/ND-CP dated November 1, 2005, on the Regulation on management of borrowing and repayment of foreign loans;
At the proposal of the Ministry of Finance,
DECREES:
Chapter I
GENERAL PROVISIONS
Article 1.
Scope of regulation
This Decree regulates the borrowing and repayment of foreign loans through the issue of bonds on international financial markets by the Vietnamese Government and enterprises.
Article 2.
Interpretation of terms
In this Decree the terms below are construed as follows:
1. Prospectus means a legal document or data prepared by the issuer and its legal consultants disclosing accurate, truthful and objective information concerning the offering or listing of securities of the issuer and bond issue terms and conditions. A prospectus shall be supplied by the issue underwriter to potential investors and other necessary partners.
2. Agent agreements means agreements signed between the issuer and agents on conditions and terms for conducting transactions from the issue to the completion of payment of bonds, including:
a/ Printer agent, which is a company selected to print the prospectus and other related documents;
b/ Listing agent, which is a company selected to carry out procedures for registering the list of the issuer's bonds on appropriate securities markets in accordance with regulations of these markets;
c/ Paying agent, which is a bank selected to pay on behalf of the issuer interests and principals to investors and concurrently the agent keeping the list of investors holding bonds of the issue;
d/ Transfer agent, which is an organization designated by the issuer to preserve reports on stockholders, cancel and issue certificates, handle matters arising in relation with lost, damaged or stolen certificates;
e/ Trustee, which is a company designated by investors on the bond as their representative to protect the interests of bond holders and assure compliance with the bond terms;
f/ Clearing systems and depository, which is an organization to monitor and certify transfers of bonds on primary and secondary markets. Bonds are issued in the form of bearer bonds and kept at a depository.
3. Credit rating company means a company that rates the creditworthiness of countries and enterprises.
4. Re-lending agency means the Ministry of Finance or an agency or organization authorized by the Ministry of Finance to re-lend foreign loans of the Government, supervise the use of loans and collect re-lent loans and enjoy re-lending charges as prescribed by law.
5. Vietnamese enterprise (referred to as enterprise) means an economic entity which has its own name, assets and stable transaction office(s), and has registered its business under Vietnamese law to carry out business activities.
6. Form of issue: Depending on classification criteria, international bonds may be issued in various forms, specifically:
a/ By form of investor, (i) private placement reserved for potential investors such as investment banks, financial funds, insurance funds... ; and (ii) public offering reserved for all types of investors;
b/ By scope of issue:
(i) Global offering;
(ii) Separate offering within each country or geographical region.
c/ By currency, bonds may be issued in different convertible currencies, such as the US dollar, euro and Japanese yen.
7. Credit rating means a rating determined by international credit rating companies to evaluate the creditworthiness of countries (national credit rating) or enterprises (corporate credit rating) with respect to the extent of investment risk and loan repayment capability. This rating is used as a basis for determining loan raising expenses.
8. Issue underwriting contract or bond trading contract means an agreement between the issuer and a syndicate of issue-underwriting banks on the terms and conditions for under writing or issue for each issue or program of issue.
9. Legal consultancy contract means an agreement signed between the issuer and a syndicate of under writing banks with one or more law firms on the provision of domestic or international legal consultancy services.
10. Coupon interest rate means an interest rate indicated on bonds (determined upon bond issue. The issuer shall pay interests on the bonds’ par value at this interest rate).
11. Issue date means the date on which bonds are issued on the market.
12. Principal underwriter/lead managing bookrunner means an international investment bank or a group of such banks prestigious on the international financial market which is selected by the issuer to conduct transactions and play the major role in the distribution of bonds. The principal underwriter/lead managing bookrunner will give advice on the optimal issue structure, offer reference prices and suitable time of issue, and collaborate with all related parties in well motivating transactions.
13. Issuer means the Government, enterprises, banks or financial institutions raising capital on financial markets through issuing bonds.
14. Re-borrower means an enterprise re-borrowing the capital of international bonds.
15. Syndicate of issue-underwriting banks means a group of international investment banks which are selected by the issuer to participate in the process of underwriting the issue of international bonds. This syndicate may be divided into many levels depending on the specific requirement of each issue:
a/ First level, including the principal underwriter/lead managing bookrunner playing the major role in distributing the sale of bonds and collaborate with the issuer in enhancing the image of the country and enterprises and further providing liquidity support after the issue;
b/ Second level, including the lead manager or co-lead managers who have a limited role in the distribution of the volume of bonds on sale and;
c/ Third level, including the manager or co-manager who have the lowest role in the syndicate of issue-under writing banks.
16. International bond means a debt certificate that has a par value, a term, bears an interest, and is issued by the Vietnamese Government or enterprises to borrow capital on international financial markets for economic development investment.
International bonds governed by this Decree include:
a/ Government bonds, which are international bonds issued by the Ministry of Finance under the Government's authorization.
b/ Corporate bonds, which are international bonds issued by Vietnamese enterprises themselves with or without government guarantee.
17. International legal consultant for the principal underwriter means an international law firm selected to give advice to the issue underwriter on international rules and laws.
18. Domestic legal consultant for the underwriter means a law firm that is present in the host country and is selected to give advice to the issue underwriter on relevant legal provisions in conformity with domestic laws.
19. International legal consultant for the issue means an international law firm selected to give advice to the issuer on international rules and laws, compile the prospectus and legal opinions on each issue.
20. Domestic legal consultant for the issuer means an organization selected to give advice to the issuer on domestic laws.
21. Legal opinion means a legal document issued by the Ministry of Justice or an independent law firm in accordance with Vietnamese laws and international financial and credit practices on legal grounds of trade, investment, financial and banking transactions conducted on the basis of Vietnamese laws, international treaties and agreements, contracts involving foreign elements and other legal documents.
Article 3.
Bond issue scheme
1. Bond issue scheme is a document prepared by the issuer for submission to competent authorities for approval.
2. A bond issue scheme covers the following principal details:
Click Download to see full text
Processing, please wait...
LuatVietnam.vn is the SOLE distributor of English translations of Official Gazette published by the Vietnam News Agency
VIETNAMESE DOCUMENTS
Decree 53/2009/NĐ-CP DOC (Word)This utility is available to subscribers only. Please log in to a subscriber account to download. Don’t have an account? Register here
Decree 53/2009/NĐ-CP PDF (Original)This utility is available to subscribers only. Please log in to a subscriber account to download. Don’t have an account? Register here
Decree 53/2009/NĐ-CP ZIP (Word)This utility is available to subscribers only. Please log in to a subscriber account to download. Don’t have an account? Register here
ENGLISH DOCUMENTS
Others
Decree 53/2009/NĐ-CP DOC (Word)This utility is available to subscribers only. Please log in to a subscriber account to download. Don’t have an account? Register here
* Note: To view documents downloaded from LuatVietnam.vn, please install DOC, DOCX and PDF file readers
For further support, please call 19006192
