As the stock exchange market in the country develops, in addition to the regular auction trading method, block trades or special crossings (via the NTM) are also permitted, whereby the buyer and seller of listed shares can directly negotiate and agree upon the conditions of their transaction.

Through the NTM, when the shares to be transferred have been deposited with the Cambodia Securities Exchange (CSX), share ownership is transferred via the CSX trading mechanism, subject to the following approval process:

(1) adoption of internal resolutions approving the transaction from the board of directors and/or
     shareholders of the target company;

(2) prior approval from the sector-specific regulator (if applicable), such as the National Bank of Cambodia
     for any listed financial institution or the Council for the Development of Cambodia for any listed entity
     with a qualified investment project;

(3) prior approval from the Securities and Exchange Regulator of Cambodia (SERC) if the shares
     to be transferred amounts to 30% or more of the total voting shares of the listed company; and

(4) trading on the CSX via NTM pursuant to which the transfer of ownership is effected within two
     business days from the date of placement of the buy and sell orders.
 

The minimum order for an NTM is at least 50,000 shares or KHR 200,000,000 (whichever is lower) and there is a price band of +/-10% of the current market price. To successfully execute the transaction, the transferor and transferee must submit identical information concerning the stock, price, quantity and the negotiated trading code to the CSX.

Once the trade has been effected via the CSX, the target company must, for the sake of completeness, if the transferor’s shareholding is specifically noted in the articles of incorporation, then proceed to register the amended articles of incorporation with the Ministry of Commerce (MOC). Such process may take between four to six weeks but will not affect the rights attached to the shares held by the buyer (including rights to attend a shareholder meeting or to receive dividends). If amended, the updated articles of incorporation should be disclosed to the CSX. In addition, the target company must update the MOC annually on the latest shareholders of the company.

Should you have any concerns or queries on the matters mentioned above, please feel free to contact our team at cambodia@dfdl.com.
 

The information provided in this email is for information purposes only and is not intended to constitute legal advice. Legal advice should be obtained from qualified legal counsel for all specific situations.