Vietnam agri firm TTC AgriS to issue $19.5 mln in convertible bonds to pay off debts

Vietnam’s agricultural firm Thanh Thanh Cong-Bien Hoa JSC (TTC AgriS) plans to issue nearly VND500 billion ($19.53 million) in one-year convertible bonds to settle outstanding loans.

In a board resolution approving the issuance, the company, listed on the Ho Chi Minh Stock Exchange as SBT, will issue 4.99 million convertible bonds with a fixed coupon rate of 9.5% per year, with interest payments every three months. The bonds can be converted into common shares at maturity.

The conversion price will be determined as 80% of the average closing price of SBT shares over the past 30 consecutive trading days prior to the board of directors' approval for the bond conversion at maturity.

If the conversion price is lower than the face value of the shares, conversion will only take place if the company has enough capital surplus to cover any deficit arising from issuing shares below their nominal value.

SBT shares closed at VND15,100 ($0.59) on Friday, up 41% over the past four months, marking the highest level since September 2023.

The bond issuance aims to raise funds to pay off loans under a loan agreement dated October 17, 2024 between TTC AgriS and Bien Hoa Consumer Goods JSC. The capital is expected to be used between Q3 and Q4 of 2025.

By the end of 2024, the sugar company, chaired by Dang Huynh Uc My, had total assets of VND33.96 trillion ($1.32 billion), including VND5.18 trillion in cash and cash equivalents, and over VND3.59 trillion in short-term financial investments.

The company's debts amounted to VND23.4 trillion ($912.55 million), twice the equity. Of this, loans totaled more than VND17 trillion, surpassing its equity by 61% and 2.2 times its charter capital. The high leverage resulted in annual interest expenses of approximately VND700-800 billion.

Plan to hold 40% of Betrimex

Although TTC AgriS is primarily an agricultural enterprise, it has also invested in non-core sectors, including electricity, real estate, and tourism. In December 2024, the board of directors approved a plan to divest from these non-core investments.

Chairwoman Dang Huynh Uc My emphasized the need for the company to restructure its investment portfolio, focusing on areas of strength, with the divestment process expected to be completed by June 30, 2025.

The company plans to divest its entire stakes in the following companies: Thanh Thanh Cong Tourism JSC (HoSE: VNG), Dang Huynh Industrial Park Exploitation and Management JSC (TTC Dang Huynh), Tan Hoi Industrial Complex Infrastructure Investment JSC (TTC Tan Hoi), Gia Lai Electric JSC (HoSE: GEG), Tan Dinh Import-Export JSC, and Toan Hai Van JSC.

The total value of these divestments is estimated at VND3.45 trillion ($134.54 million), with Toan Hai Van accounting for VND1.97 trillion.

According to the reviewed financial statements for the first half of the 2024-2025 financial year, TTC AgriS has already divested from VNG. With an initial investment price of VND20,000 ($0.78) per share, the company likely incurred a loss as VNG shares have traded below face value (VND10,000 per share) for the past three years.

The company also invested VND750 billion ($29.25 million) in GEG shares at VND13,500 ($0.53) per share. By the end of 2024, TTC AgriS had to make a provision of VND64 billion, but the GEG stock price has since rebounded to VND13,800 per share.

Meanwhile, TTC AgriS has accelerated its M&A activities to expand its presence in the FBMC (food, beverages, dairy, confectionery) market. The company invested AUD1.5 million ($942,750) in East Forged, an Australian cold-brew tea company, and plans to acquire around 40% of the charter capital of Ben Tre Import and Export Joint Stock Corporation (Betrimex).

In November 2024, TTC AgriS purchased 13.7 million shares of Global Mind Investment Management Pte. Ltd (GMIM) for $45.5 million, equivalent to a 29.5% stake. GMIM holds 98.3 million shares of Betrimex, or 13.22% of the charter capital.

One month later, TTC AgriS completed the purchase of 21.9 million shares of Betrimex for VND844.7 billion ($32.94 million), equivalent to 10% of the charter capital. As a result, Betrimex became an associated company of the TTC AgriS group, holding a 23.22% stake.

Betrimex, a company chaired by Dang Huynh Uc My (prior to TTC AgriS's investment), specializes in producing, distributing, and trading coconut-based products. The company holds a 73% share of the domestic market, with a charter capital of nearly VND2.2 trillion ($85.8 million). TTC AgriS values Betrimex at approximately VND8.5 trillion.