Capital Markets/Securities

The nascent securities market in Vietnam has increasingly become active with the participation of foreign investors. In parallel with our banking and finance practice, YKVN is a pioneer in securities and capital market transactions. Clients can benefit from our extensive experience and capabilities in equity offerings, debt offerings, investment funds and regulatory issues.

We advised Bank for Foreign Trade of Vietnam on the selection of Credit Suisse as its financial advisor in connection with its equitization. We are now advising Bank for Foreign Trade of Vietnam on its equitization, starting with strategic sale of shares to foreign investors followed by domestic and international IPOs. This is the first equitization of a Vietnamese State-owned bank and will set a template for future large IPOs in Vietnam. We also advised Bank for Investment and Development of Vietnam and Industrial and Commercial Bank of Vietnam on the selection of financial advisors for their equitization process and are continuing to advise Bank for Investment and Development of Vietnam and Industrial and Commercial Bank of Vietnam on their equitizations.

We recently provided Vietnamese law advice to Indochina Capital on the formation of a US$ 500 million Vietnam focused international equity fund listed on the London Stock Exchange. This is the first fund to list on London's main board and one of the biggest Vietnam-focused funds. We also recently provided Vietnamese law advice to Credit Suisse on the formation of a Vietnam focused international real estate fund listed on the AIM.

We advised Bank for Foreign Trade of Vietnam in the establishment of Vietcombank Fund Management, its fund management joint venture with a Singapore investment company. This is the first fund manager of a State-owned bank. We recently advised Vietcombank Fund Management on the formation of 2 onshore funds in Vietnam and regularly advise it on regulatory and compliance issues relating to its investments in Vietnamese companies. YKVN is advising BIDV Industry and Energy Fund Management Company in connection with the formation of BIDV Energy and Energy Fund. This is an onshore fund and will focus on infrastructure projects, especially power projects in Vietnam. This will be the biggest onshore fund in Vietnam.

We are advising Monetary Authority of Singapore (MAS) and Singapore Stock Exchange (SGX) on a program to promote the cooperation between the SGX and the State Securities Commission of Vietnam and the listing of Vietnamese companies on the SGX. We are advising Vinamilk on its proposed listing on the SGX and it will be the listing of a first Vietnamese company on the SGX.

YKVN is very active on the bond markets. YKYKVN lawyers participated in one of the largest and most complex financial transactions of Vietnam in 1997 and 1998 - the London Club restructuring of Vietnam's defaulted commercial debt. The transactions closed in early 1998 with the issuance of Vietnam's "Brady bonds" listed on the Luxembourg Stock Exchange which were exchanged for the defaulted commercial debts. YKVN is currently advising joint lead managers Barclays, Citigroup and Deutsche Bank for the Rule 144A/Regulation S sovereign bond of Vietnam. This issue is expected to raise US $1 billion and close in the first quarter of 2008.

YKVN advised Habubank Securities as sole bookrunner and underwriter for the issuance of VND 500 billion bonds of Vietnam Machinery Installation Corporation (Lilama). This is one of the first private placements of bonds under the recent Government decree on corporate bonds. YKVN is advising Habubank Securities as sole bookrunner and underwriter for the proposed issuance of VND 1,000 billion bonds of Sacomreal.

YKVN has advised Vietnam Partners LLC, an US investment company in its acquisition of an interest in Saigon Securities Inc., the leading Vietnamese joint stock securities company. This is the first time a foreign investor acquiring an interest in a Vietnamese joint stock securities company and this acquisition has been approved by the State Securities Committee.

We advised Saigon Securities Inc. in a number of landmark equitization transactions, including preparation of corporate documents for the equitization of Vinh Son – Song Hinh Hydropower Plant, Aviation Plastics Company (APLACO) and Noibai Airport Service Company (NASCO). We regularly advise Indochina Capital, Mekong Capital, Vietnam Holdings and IPA Investments in connection with the execution of their deals in Vietnam, including securities, real estate, IT and other investments in Vietnam.