Vietnam’s largest brewer is now a foreign owned business

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After a $4.78 million debt restructuring, Vietnam’s largest brewer Sabeco is now owned by a Thai company. In December 2017, Thai Beverage (ThaiBev) acquired a 53.59 percent stake in Sabeco from Vietnam’s Ministry of Industry and Trade for $4.78 billion through a local entity, Viet Beverage (VietBev). VietBev, which had 100-percent Vietnamese ownership at the time with VND682 billion ($29.33 million) in charter capital, was loaned VND111.21 trillion ($4.78 billion) by ThaiBev to complete the transaction.
VietBev was used as a financial vehicle to get around a 49 percent foreign ownership cap in place at the time.
The $4.78 billion loan was then converted to shares under a debt-to-equity conversion agreement between VietBev and ThaiBev. As a result, VietBev now has a chartered capital of VND111.89 trillion ($4.81 billion), increasing ThaiBev’s ownership in VietBev to 99.39 percent.
The adjustment in capital was approved by local authorities, and made possible after authorities raised Sabeco’s foreign ownership cap to 100 percent at the end of 2018. The conversion was completed a few days ago.
ThaiBev has since announced it is committed to ensuring shareholders’ benefits on share prices and annual dividends after this restructure.
With a charter capital of VND111.89 trillion, VietBev is among a few businesses in the country with chartered capital of hundreds of trillions of dongs, along with state-run oil & gas giant PVN (VND285 trillion or about $12.26 billion); Vietnam’s sole power distributor and biggest producer EVN (VND163.8 trillion or $7.04 billion); and telecoms provider Viettel (VND121.52 trillion or $5.23 billion).
Recently, Sabeco was caught up in legal trouble with tax authorities, who blocked its bank accounts in order to withdraw VND3.1 trillion ($135.73 million) to collect overdue special sales tax from 2007 to 2015 and penalties for administrative violations. However, this enforcement action proved futile as accounts handed over to the tax authorities were empty.
After the recent share conversion, the Prime Minister has directed the tax agencies to suspend their enforcement, in order to carefully consider regulations as it involves “foreign factors.”
Questions & Answers
Q.How did ThaiBev manage to acquire a majority stake in Sabeco, given the previous foreign ownership cap?
How did ThaiBev manage to acquire a majority stake in Sabeco, given the previous foreign ownership cap?
ThaiBev used a local entity, VietBev, as a financial vehicle to circumvent the 49 percent foreign ownership cap. They loaned VietBev money, which was then converted into shares under a debt-to-equity agreement after the cap was raised.
Q.What was the final outcome of Sabeco's legal trouble with tax authorities regarding overdue special sales tax?
What was the final outcome of Sabeco's legal trouble with tax authorities regarding overdue special sales tax?
After the recent share conversion, the Prime Minister directed tax agencies to suspend their enforcement actions. This was done to carefully consider regulations, as the case involves "foreign factors."
Q.What is the current ownership structure of VietBev after the debt-to-equity conversion?
What is the current ownership structure of VietBev after the debt-to-equity conversion?
After the debt-to-equity conversion, VietBev's chartered capital increased to VND111.89 trillion, which resulted in ThaiBev's ownership in VietBev increasing to 99.39 percent.
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