Novaland (NVL) to Issue 1.73M Shares Converting USD 2.36M International Bonds

Overview

Novaland (HOSE: NVL) has approved the issuance of 1.73 million ordinary shares to convert 10 international bonds worth USD 2.36 million, equivalent to more than VND 59 billion, at a conversion price of VND 34,000 per share. The conversion is scheduled for October 6, 2026, and the bondholder is BNP Paribas Financial Markets of Paris. The move runs in parallel with a much larger rights issue of up to 800.7 million shares at VND 10,000 each, which the company expects to raise nearly VND 8,007 billion, primarily to settle bond principal.

Key Facts

• Conversion covers 10 international bonds totaling USD 2.36 million, or more than VND 59 billion.
• Conversion ratio: 173,708 common shares per bond; 1.73 million shares in total.
• Conversion price: VND 34,000 per share, at a fixed exchange rate of VND 24,960 per USD.
• Conversion date: October 6, 2026; charter capital would rise by VND 17.37 billion.
• Converting bondholder: BNP Paribas Financial Markets, headquartered in Paris.
• Rights issue: up to 800.7 million shares at VND 10,000 each, ratio 3:1, subscription window October 8 to October 29, 2026.
• Expected proceeds of nearly VND 8,007 billion, with VND 5,953.3 billion earmarked for principal on 13 domestic bond codes.

What Happened

According to the company’s approved plan, Novaland will issue 1.73 million shares to convert part of its international bond debt at the request of the bondholder. The conversion price of VND 34,000 per share is calculated using a fixed exchange rate of VND 24,960 per USD at the time of conversion, and the transaction is expected to complete on October 6, 2026. If fully converted, Novaland’s charter capital would increase by VND 17.37 billion. The bondholder participating in this tranche is BNP Paribas Financial Markets.

Separately, Novaland is proceeding with a rights offering of up to nearly 800.7 million shares to existing shareholders at a 3:1 ratio, meaning shareholders holding three shares are entitled to buy one new share. The subscription period runs from October 8 to October 29, 2026, with transfer of subscription rights open from October 8 to October 26, 2026. At VND 10,000 per share, the offering is expected to raise nearly VND 8,007 billion. Of that, VND 5,953.3 billion is designated to repay part or all of the principal on 13 bond codes issued by Novaland itself, VND 916.3 billion will be contributed to Nova Saigon Royal to service bond code NSRCH2223001, and VND 1,137.3 billion will go to No Va Thao Dien for bond code NTDCH2227001. Payments are planned between Q4 2026 and Q1 2027, with timing and disbursement values subject to adjustment.

Market Context

NVL trades on the HOSE and closed at VND 10,400 on October 6, 2026, the same date referenced for the bond conversion. That places the VND 34,000 conversion price at more than three times the prevailing market price, a gap that reflects the legacy terms of the international bond rather than current equity valuation. The rights issue price of VND 10,000 sits close to the market close, indicating limited discount to the reference price. The news lands as Vietnamese real estate developers continue to work through bond maturities accumulated during the 2021-2022 credit cycle, with sector sentiment still sensitive to any signal of refinancing pressure or shareholder dilution.

Strategic Significance

The core thesis here is balance-sheet repair rather than growth capital. Novaland is using equity issuance to retire bond principal, converting a fixed obligation into permanent capital and reducing near-term default risk. The international bond conversion is small in dollar terms, but it demonstrates that at least one foreign creditor, BNP Paribas Financial Markets, is willing to take shares rather than demand cash. The far larger rights issue is the decisive item: if fully subscribed, it would inject roughly VND 8,007 billion, most of it directed at 13 domestic bond codes, materially easing the maturity wall through 2027. The trade-off is dilution. Issuing up to 800.7 million new shares against the existing share count is substantial, and the VND 34,000 conversion price on the international tranche is far above the current market price, so the economics for the converting bondholder depend on recovery over time rather than immediate value.

What to Watch

• Subscription results for the 800.7 million-share rights issue after the October 29, 2026 close, including the take-up rate by existing shareholders.
• Confirmation of the October 6, 2026 international bond conversion and the resulting charter capital update.
• Progress on the separate plan to place up to 800 million shares privately with no more than 20 professional investors, and the 111.7 million-share 2026 ESOP.
• Disclosure of actual bond repayments across the 13 listed codes and the NSRCH2223001 and NTDCH2227001 obligations between Q4 2026 and Q1 2027.
• Any revision to the disbursement schedule, which the company states may be adjusted based on market conditions and creditor negotiations.