Allen & Overy has advised on the ground-breaking listing and equity offering of Vincom Retail’s shares on the Ho Chi Minh Stock Exchange (HOSE), using a new offer structure that dramatically shortens settlement timetables compared to previous offerings in Vietnam. 

Teams from A&O’s Vietnam and Singapore offices advised Citigroup, Credit Suisse, Deutsche Bank and Saigon Securities as joint managers of the transaction, which comprised a secondary sale by certain shareholders of 20.86% of Vincom Retail’s total outstanding shares to investors internationally, including a Rule 144A placement to institutional investors in the United States. Vincom Retail is a leading developer, owner and operator of shopping malls in Vietnam. 

Duc Tran, Ho Chi Minh City partner and leader of the Vietnamese aspects of the deal said “This is a landmark transaction for Vietnam’s capital markets, as we now have an offer structure whereby investors receive listed shares less than two weeks after pricing and allocation. This key innovation addresses one of the main concerns previously faced by foreign investors when investing in Vietnamese shares.”

Payment and settlement for shares by investors took place via put-through trades over the HOSE directly with the selling shareholders on the second day of trading, at the offer price which had been determined through a customary bookbuilding process.  

Singapore partner and US securities specialist Alex Stathopoulos, who led the Allen & Overy team on international aspects of the offering, said: “Vincom Retail’s listing is another great example of how A&O stands out in cross border transactions, combining our Vietnamese and international capital markets expertise in helping to structure an offer process that works as a legal matter and at the same time can be very successfully marketed to international investors.” 

Duc and Alex were assisted by senior associates Tina LeDinh (based in Ho Chi Minh City) and Felipe Duque (based in Singapore).