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Looking back at the Vietnam securities market in early 2000s, government bonds were effectively one of very few debt finance products listed for trading on local stock exchanges HNX and HOSE. The pace of expansion of Vietnam's primary bond markets since then has been significant as the Government of Vietnam (Government) continues to initiate numerous Vietnam market reforms and pass enabling legislation. Raising funds by way of corporate bonds are increasingly relied upon as one of attractive debt funding options by Vietnam-domiciled companies to be a good alternative or in addition to traditional bank loans, although the number of such offerings has been relatively limited due to many factors, including strict regulatory constraints.
On 4 December 2018, the Government issued a new Decree 163/2018/ND-CP (Decree 163) on private placements of corporate bonds effective from 1 February 2019 which replaced Decree 90/2011/ND-CP. On one hand, this newly issued Decree 163 removes a number of strict statutory requirements in the old regime for companies to issue bonds such as years of operation, profitability, non-qualifications by auditors on audited financial statements and the issuer's inability to issue international bonds to refinance existing VND debts. On the other hand, Decree 163 improves the disclosure regime and introduces a centralised database for corporate bonds.
Our speakers are top-tier banking and capital markets lawyers, and will provide an update on latest Vietnam legal developments affecting long-term debt offerings in Vietnam and in the international capital markets, including an explanation of the structure and terms of a bond issue, the forms and types of bonds, the role of advisers in those debt securities transactions, debt prospectus/offering circular, listing requirements and key areas of corporate issuers' continuing obligations (including disclosure requirements), clearing and settlement of debt securities. The presentation will also discuss the relaxation of corporate bonds requirements under Vietnamese law, particularly key differences between the old regime and the newly issued Decree 163.
Speakers
Mr. Nguyen Ngoc Quy
Partner at Lexcomm Vietnam LLC and Head of Banking and Capital Markets, LLB (Hanoi), LLM (Hanoi)
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Mr. Pham Ba Linh
Managing Partner at Lexcomm Vietnam LLC and Head of Energy, Project Finance and Infrastructure, LLB (Hanoi), LLM (Nottingham, England), FSIArb
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Mr. Nguyen
Ngoc Quy
Partner at Lexcomm Vietnam LLC and Head of Banking and Capital Markets, LLB (Hanoi), LLM (Hanoi)
Nguyen Ngoc Quy is a Partner and Head of Banking and Capital Markets of preeminent full-service commercial law firm Lexcomm Vietnam LLC. He is a stellar Vietnam qualified lawyer with almost 20 years of transactional experience advising on a wide range of matters including securities, banking and finance, debt capital markets, corporate finance, cross-border M&A transactions, general commercial and other aspects of investment and corporate law in Vietnam.
Quy recently joined the firm from international law firm Allen & Overy where he worked for almost 7 years in its Vietnam practice focusing on banking and capital markets matters and before that, he was previously with another international law firm Mayer Brown.
Quy has involved in a number of high-profile capital markets transactions, including advising:
• Deutsche Bank and Credit Suisse as bookrunners on Vinpearl’s USD325m Reg-S only exchangeable bond listed on the SGX. This transaction is the first exchangeable bond by a Vietnamese issuer.
• Credit Suisse as sole lead manager on Vinpearl’s USD125m Reg-S only exchangeable bond listed on the SGX. This bond is consolidated and forms a single series with the USD325m Reg-S exchangeable bond.
• Citigroup, Credit Suisse, Deutsche Bank and Saigon Securities as joint managers, on Vincom Retail’s Rule 144A USD700m offering of secondary shares and listing on the Ho Chi Minh Stock Exchange. This transaction. PE Deal of the Year, FinanceAsia Achievement Awards 2017.
• Morgan Stanley and Deutsche Bank, as joint global coordinators on the Techcombank Rule 144A USD900m initial equity offering and listing on the Ho Chi Minh Stock Exchange.
• Citigroup, Credit Suisse, Deutsche Bank, Morgan Stanley, HSBC and Maybank, as joint bookrunners on the Vinhomes Rule 144A USD1.3bn initial equity offering and listing on the Ho Chi Minh Stock Exchange. This transaction is the largest ever offering in Vietnam.
• The Government of Vietnam on a USD1bn Rule 144A/Reg S sovereign bond offering (liability management exercise). Best Bond – Vietnam, The Asset Triple A Country Awards 2015.
• Credit Guarantee and Investment Facility (CGIF) on the guarantee of the issuances of VND denominated bonds issued by a number of Vietnamese companies, including Mobile World Investment Group, Masan Consumer, Vingroup.
• Elara Capital on the listing by Hoang Anh Gia Lai JSC (HAGL) on the Official List of the UK Listing Authority and to trading on the London Stock Exchange - the first overseas listing for a Vietnamese company.
Mr. Pham
Ba Linh
Managing Partner at Lexcomm Vietnam LLC and Head of Energy, Project Finance and Infrastructure, LLB (Hanoi), LLM (Nottingham, England), FSIArb
Ba Linh is a seasoned and technically skilled Banking and Projects lawyer of preeminent full-service commercial law firm Lexcomm Vietnam LLC with more than 20 years of legal practice, focusing primarily on energy and natural resources, projects and infrastructure, public-private partnerships (PPP), project finance, leveraged and acquisition finance, debt and equity capital markets, derivatives and structured products.
Ba Linh regularly advises international energy companies and international lenders on a broad variety of multibillion-dollar landmark energy and infrastructure projects in Vietnam both from project finance and project development perspectives. He has extensive transactional experience and skills in both civil and common law jurisdictions, having based in Hanoi, Ho Chi Minh City and Melbourne. He has acted for international banks, joint lead arrangers, multilateral lending agencies (MLAs), export credit agencies (ECAs), sponsors, infrastructure and energy funds, private equity firms, institutional investors and major works contractors.
Ba Linh has been consistently ranked as a leading lawyer by prestigious independent authoritative guides to law firms in Vietnam, including The Legal 500 Asia Pacific, IFLR1000, Chambers Asia Pacific and Asialaw Leading Lawyers, for his technical legal excellence and outstanding commercial expertise. In particular, Lexcomm Vietnam LLC is ranked a Tier 1 law firm in Projects and Energy by Legal 500 for 2019, and Ba Linh has received the accolade of being named one of the very top few energy, project finance and infrastructure lawyers in the Vietnam market.
Client testimonials include “Pham Ba Linh is 'a go-to lawyer for Vietnam energy advice - he understands the industry and what is going on in the market'”, “Ba Linh is a very experienced lawyer in oil and gas, energy, infrastructure and project financing”, “one of the best energy and infrastructure lawyers in Vietnam”, “top quality, particularly in oil & gas and energy”, “responsive and always willing to go the extra mile”, “a very high level of service, market insight and genuine industry expertise”, “he thoroughly understands clients' business needs and provides practical advice”, who “advises international oil companies on block developments and farm-ins regarding oil and gas blocks, and also serves as local counsel for developers of gigawatt-plus coal fired power stations”.
Ba Linh is a member of the Association of International Petroleum Negotiators (AIPN) sitting on its Vietnam Steering Committee, and an active member of the Oil and Gas Law, Power Law and International Construction Projects Committees of the International Bar Association (IBA). He currently serves as Corporate Counsel Forum and Asia Pacific Liaison Officer of the IBA Oil and Gas Law Committee, and is also a Fellow of the Singapore Institute of Arbitrators (SIArb).
Ba Linh regularly speak at numerous industry conferences on debt and equity-linked offerings, project finance, upstream oil and gas, infrastructure and pipeline developments, liquefied natural gas (LNG) and power projects in Vietnam. He is admitted to practice in Vietnam as a lawyer of the Hanoi Bar Association.
Agenda
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Tickets
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Contact
MORE INFORMATION:
Ms. Tam Anh | tamanh@eurochamvn.org or calling 024 3715 2228