The Saigon Beer Alcohol Beverage Corporation (Sabeco), Vietnam’s top beer producer, is proposing to list on the Ho Chi Minh City Stock Exchange (HOSE) in anticipation for the State to sell its 89.59% interest in Sabeco for a reported amount of USD1.8 billion.

This briefing sets out how investors can participate in the acquisition and the various legal and regulatory issues that may arise.

This briefing is not legal advice and investors should consult their lawyer accordingly.

Due Diligence

The principal disclosure document for investors will be the listing prospectus of Sabeco prepared by a securities firm. Sabeco must use the form of prospectus for listing prescribed by the Ministry of Finance. The State Securities Commission (“SSC”), which regulates securities offerings, will oversee matters disclosed to ensure that the prospectus contains information set out in the general form. There is no general rule on misrepresentations and there are no continuous disclosure requirements in Vietnam. Therefore, boards in Vietnam are not subject to the same rigour of information disclosure as in developed jurisdictions. There has not been any shareholder action in relation to prospectus disclosures in Vietnam. Further, it will be a challenge for a substantial investor to obtain from the Government certain warranties in relation to information disclosed for the sale. If a strategic investor is to be supplied with information outside the prospectus then a cleansing process should be established to comply with insider trading laws.

For more information, please click How to Buy Sabeco Shares 28 September 2016.


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