HFIC Fails to Sell CII Convertible Bond Rights as 4.08% Stake Finds No Buyers

Overview

Ho Chi Minh City State Financial Investment Company (HFIC) reported that no investor registered to buy the 27.4 million rights to purchase convertible bonds of CTCP Đầu tư Hạ tầng Kỹ thuật TP.HCM (CII, HOSE) during the 10 September to 6 October 2026 transfer window. The unsold rights correspond to 2.74 million convertible bonds and 4.08% of CII’s charter capital. The failed placement sits alongside CII’s larger offering of nearly 67.2 million convertible bonds aimed at raising roughly VND 6,720 billion.

Key Facts

• HFIC registered to sell 27.4 million CII convertible bond purchase rights, equal to 2.74 million bonds and 4.08% of CII capital.
• The transfer window ran from 10 September to 6 October 2026; no investor registered to buy.
• HFIC retains the full 27.4 million rights, equivalent to 27.4 million shares on conversion.
• CII is offering nearly 67.2 million bonds under code CII426001, per registration certificate 371/GCN-UBCK dated 13 August 2026.
• Exercise ratio is 10:1, with a record date of 27 August 2026 and subscription and payment running 10 September to 9 October 2026.
• Bonds carry a 25-year tenor, quarterly coupons of 0% for the first 12 periods and 14.5% thereafter, at an offer price of VND 100,000 per bond.
• Conversion is set at 1:10 (one bond for 10 shares) at VND 10,000 per share, across 24 conversion tranches.
• CII also shifted VND 300 billion of proceeds from bond code CII425002/CII426028 away from BOT Cao tốc Sài Gòn - Mỹ Thuận, cutting its planned contribution from VND 1,151 billion to VND 851 billion, to repay CIIB2426001 maturing 14 October 2026.

What Happened

HFIC filed a report on the outcome of its planned sale of CII convertible bond rights, according to the company’s disclosure. The state-owned financier had intended to sell through a public auction via CTCP Chứng khoán Agribank and through direct negotiated placement. Neither channel drew a single registered buyer, leaving HFIC’s holding unchanged.

The rights stem from CII’s registered offering of nearly 67.2 million convertible bonds, code CII426001, approved under certificate 371/GCN-UBCK issued by the Chairman of the State Securities Commission on 13 August 2026. The bonds are convertible into ordinary shares, carry no warrants and no collateral, and are priced at VND 100,000 each, implying gross proceeds of about VND 6,720 billion for investment in the company’s programmes and projects. Separately, CII revised the use of proceeds from its CII425002 issue (securities code CII426028), a VND 2,500 billion placement of 25 million bonds issued 25 June 2026, reallocating VND 300 billion to repay maturing debt.

Market Context

CII closed at VND 12,300 on 12 October 2026 on HOSE. That price sits above the VND 10,000 conversion price attached to the new bonds, meaning the conversion option carries intrinsic value on paper, yet the rights still went unsold. The result points to weak near-term appetite for a 25-year instrument whose coupon is zero for the first three years, in a market where investors have been selective about long-dated, unsecured paper from infrastructure and real-estate issuers. CII’s dual exposure to transport infrastructure and property development places it among the more rate-sensitive names on the exchange.

Strategic Significance

The failed placement matters less for the VND 274 billion of rights HFIC held than for what it signals about demand for the remaining CII426001 tranche. CII’s model depends on converting bondholders into equity at VND 10,000 to fund long-gestation transport projects, so a soft reception raises the odds that the company leans more heavily on debt repayment and internal cash flow than on fresh equity. The reallocation of VND 300 billion toward redeeming CIIB2426001 shows management prioritising balance-sheet obligations over project disbursement, a defensible but slower-growth posture. For long-term holders, the key variable is whether the 14.5% step-up coupon from year four becomes a real cash cost if conversion does not materialise.

What to Watch

• Final subscription and payment results for the CII426001 offering after the 9 October 2026 deadline.
• Whether HFIC retries the sale of its 27.4 million rights or holds them into conversion.
• Take-up of the remaining convertible bond tranches and any revision to the 24-tranche conversion schedule.
• Progress on the TP.HCM - Trung Lương - Mỹ Thuận expressway and the reduced VND 851 billion BOT contribution.
• Redemption of CIIB2426001 on 14 October 2026 and any further reallocation of CII425002 proceeds.