Novaland (NVL) Plans VND 8,000B Rights Issue at VND 10,000 to Repay Overdue Debt

Overview

Novaland (HOSE: NVL) has announced a rights issue of 801 million shares to existing shareholders at VND 10,000 per share, a ratio of 3:1, targeting gross proceeds of VND 8,000 billion (about USD 320 million) to settle overdue debts and financial obligations. The real estate developer also secured approval from bondholders representing more than 85% of its outstanding international convertible bond to extend maturity by one year to 2028. It is the first direct equity raise from existing shareholders since 2021.

Key Facts

• Rights issue of 801 million shares at VND 10,000 per share, a 3:1 exercise ratio, for expected proceeds of VND 8,000 billion (about USD 320 million).
• Offer price is roughly 18% below NVL’s close of VND 12,200 on 24 September 2026.
• Proceeds are earmarked for overdue payables and financial obligations of Novaland and its subsidiaries, routed via capital contributions to subsidiaries.
• Bondholders representing USD 262.2 million, over 85% of the outstanding international convertible bond, approved amendments and a one-year maturity extension to 2028.
• The 2021 Singapore-listed convertible bond was originally worth more than USD 300 million; its conversion price was cut from VND 135,800 to VND 36,000 per share in 2024.
• The 2026 annual general meeting also approved 112 million ESOP shares and up to roughly 168 million bonus shares.
• Novaland posted net profit of VND 1,861 billion in 2025 and VND 1,772 billion in the first six months of 2026, versus a VND 4,394 billion loss in 2024.

What Happened

According to the company’s disclosure, Novaland published the rights issue plan in September 2026. The offer is priced at VND 10,000 per share, below the prevailing market price, and the proceeds will be used to pay overdue debts and financial obligations of the parent and its subsidiaries through capital injections into those subsidiaries. This marks the first time since a successful 2021 issuance that Novaland has raised equity directly from existing shareholders; similar rights issue plans in 2023 and 2024 were cancelled.

Separately, Novaland continued negotiations with holders of its international convertible bond. Bondholders representing USD 262.2 million, equivalent to more than 85% of the outstanding value, approved amendments to certain bond terms and waivers relating to payment obligations, extending the tenor by one year to 2028. The company has repeatedly renegotiated terms since early 2023, when it sought to defer principal repayment on a VND 1,000 billion bond issued in August 2021 and due in February 2023.

Market Context

NVL trades on the HOSE and closed at VND 12,200 on 24 September 2026, placing the VND 10,000 offer price at a meaningful discount that may pressure the reference price around the ex-rights date. The stock sits within the Vietnamese real estate sector, which has been working through legal bottlenecks and refinancing pressure since 2022. Novaland’s return to profit in 2025 and the first half of 2026, with real estate transfer revenue up nearly 40% year on year to VND 4,793 billion in H1 2026, contrasts with persistent operating cash flow deficits that keep external funding central to its liquidity position.

Strategic Significance

The raise is best read as a balance-sheet repair rather than a growth capital event. By converting equity into overdue-debt repayment, Novaland reduces default risk and buys time for its pipeline of legally encumbered projects to be unblocked and relaunched, which is the only durable source of cash flow. The bond extension to 2028 removes near-term refinancing pressure but shifts the burden onto execution: if project approvals and presales do not accelerate, the company may need further shareholder dilution. The 3:1 ratio is substantial relative to the existing share count, so existing investors face a clear choice between funding the deleveraging or accepting dilution.

What to Watch

• Take-up rate and subscription results of the 801 million share rights issue, including whether major shareholders commit.
• The ex-rights reference price adjustment and any foreign-ownership room constraints on the offer.
• Progress on legal approvals for stalled Novaland projects, which determine future cash generation.
• H2 2026 and full-year 2026 earnings, particularly operating cash flow versus reported net profit.
• Any further amendments or repayment events on the international convertible bond ahead of the 2028 maturity.