The company has initiated a consent solicitation relating to the bonds (“First Amended and Restated Notes”), which are due to mature in 2027.
The main objectives of the consent solicitation are to obtain approval from the bondholders for:
(1) Proposed amendments to the First Amended and Restated Notes
(2) Proposed waivers relating to certain past and future payment obligations, as further described in the Consent Solicitation Memorandum.
The amendments and waivers require the approval of bondholders holding at least 66% of the aggregate principal amount of the First Amended and Restated Notes outstanding (“requisite consent”).
Bondholders must agree or disagree with both the proposed waivers and amendments. Once given, consent cannot be revoked.
The deadline for the consent solicitation is 4:00 p.m. London time on June 12, 2025, which is 11:00 p.m. on the same day in Vietnam.
If the requisite consent is not obtained by the deadline, the company has the right to extend the deadline by up to five business days, and this right can only be exercised once.
The bonds bear an interest rate of 5.25% per annum and mature in 2026, with a conversion feature into ordinary shares.
On July 5, 2024, Novaland announced the completion of the restructuring of these bonds. As a result, the payment will be made at the bond maturity in June 2027 or at an earlier repurchase date (if any). The outstanding principal amount, including accrued interest as of July 5, 2024, was $320.9 million.
The conversion price is VND 36,000 per share, with a fixed exchange rate of VND 24,960/USD, subject to adjustment upon the occurrence of certain events. The conversion rate is determined to be 149,038 shares per bond.
Consequently, 25 bondholders representing a debt amount of $284 million agreed to Novaland’s conversion option. All valid votes were counted in the ballot results for the $298.6 million bond debt.
Previously, Novaland delayed the repayment of more than VND 645 billion in bond principal. On May 18, 2025, the company was due to repay VND 651.9 billion in principal for the NVLH2123014 bond lot. However, they were only able to repay nearly VND 6.8 billion, with the remaining VND 645.1 billion unpaid.
In their explanation, Novaland attributed the delay to their inability to arrange funds in time. They are currently in discussions with investors regarding the delayed repayment of the aforementioned bond debt.
Similarly, on April 22, 2025, Novaland repaid only VND 622.1 million out of the total VND 114.7 billion principal for the NVLH2123007 bond lot, leaving VND 114.1 billion unpaid.
Regarding the debt restructuring plan, Novaland’s management stated that most of the loans and bond debts will be addressed from late 2026 to 2027.
In terms of project progress in Ho Chi Minh City, the company is expediting legal issues and issuing pink books for projects such as Lakeview City, The Sun Avenue, Sunrise Riverside, Kingston Residences, Orchard Garden, Lucky Palace, and Garden Gate. It is expected that in 2025, pink books will be granted to over 7,000 products. Additionally, construction is being accelerated for The Grand Manhattan and Victoria Village (high-rise area) to meet the expected completion and delivery schedule by the end of this year or early 2026.
Meanwhile, Novaland’s three key projects, Aqua City, NovaWorld Ho Tram, and NovaWorld Phan Thiet, are nearing completion and delivery, with new utilities being put into operation. The milestones for resolving legal issues at these projects are expected to be achieved in the second quarter of 2025.
