Between Subscription and Listing Day: Reading Cambodia's IPO Timeline Through the Borey Vimean Samnang Offering

At a glance

Closing the subscription book does not finish a Cambodian IPO. After the money is in, the issuer still needs the Securities and Exchange Regulator of Cambodia (SERC) to approve the offering result, its shares deposited with the Cambodia Securities Exchange (CSX) depository, and the CSX to admit the shares to the official list. Until then, subscribers hold an allotment, not tradable shares. Borey Vimean Samnang Plc (BVS) shows how long that stage can run. Its subscription closed on 15 September 2026, the SERC approved the final result on 30 September 2026, and listing was scheduled for 5 October 2026. On 15 October 2026 the company announced that listing is now expected in mid-November 2026, while it completes legal procedures with the relevant authorities. No date has been fixed.

• Issuer: Borey Vimean Samnang Plc, a Phnom Penh residential developer, seeking a CSX Main Board listing. Campu Securities Plc is financial adviser and underwriter on a best-efforts basis.
• Offer: 33,500,000 new Class A voting shares at a fixed price of KHR 1,200 (about US$0.30), or KHR 40.2 billion (about US$10.05 million) if fully taken up.
• Result: 21,640,360 shares subscribed, about 64.6% of the offer and roughly KHR 25.97 billion (US$6.49 million). The SERC approved the result on 30 September 2026.
• Listing: first scheduled for 5 October 2026, now expected in mid-November 2026. The date will be announced after CSX approval. We do not predict it here.
• Significance: BVS describes itself as set to be the first residential developer listed on the CSX and the first company to complete an IPO in 2026.

The BVS timetable

The table below reconstructs the BVS timetable from the registered disclosure document, the underwriter's published schedule and the company's notices.

The legal path from approval to listing

Primary law: The Law on the Issuance and Trading of Non-Government Securities (Royal Kram NS/RKM/1007/028, 19 October 2007) sets out the framework. References below follow the SERC's English unofficial translation.

• Article 12: no person may issue or publicly offer new securities without SERC approval.
• Articles 13–14: the SERC's Director General must respond within three months and weighs, among other things, governance and financial history, listing requirements and the likelihood of the offer's success, including any underwriting agreement.
• Articles 16–18: the offer terms and the disclosure document must be approved, and the disclosure document registered, before the offer is made.
• Article 20: if a significant change or new matter arises during the life of the disclosure document, the issuer must lodge a supplementary or replacement disclosure document. It cannot be published until the SERC has approved and registered it.
• Article 21: the SERC can suspend the registration for up to one month and then cancel it.
• Articles 23 and 26: securities markets, clearance and settlement facilities, and depositories must be SERC-approved, and the market must have access to adequate clearance and settlement.
• Articles 38–39: after issue, governance requirements and substantial-shareholding and control rules apply.
• Article 42: prohibits false or misleading statements likely to induce subscriptions or trading.

Implementing sub-decree: Under Sub-Decree No. 54 ANK.BK (2009) on implementation of the Law, Article 7, an issuer must have the securities market's approval for listing, and for the offer price, before it applies to the SERC. So CSX eligibility comes first.

SERC prakas and regulatory instruments

These are the prakas and guidelines the BVS disclosure document cites:

• CSX eligibility: The underwriter files for a listing-eligibility review against the board's criteria.
• SERC approval and disclosure document: The SERC approves the offer and registers the disclosure document, and separately clears the roadshow, schedule and advertising.
• Pricing: BVS used a fixed price. Its directors set KHR 1,200 with the underwriter, using comparisons with listed regional and CSX property companies, subject to SERC approval. There was no bookbuilding stage.
• Subscription: Applications go through the underwriter and appointed selling agents. Any extension needs SERC approval.
• Allotment, refunds and result approval: The underwriter allots shares, refunds excess monies and reports the result for SERC approval.
• Depository and listing: Under the CSX criteria for both boards, all issued shares must be deposited with the CSX's securities depository before listing. The CSX then admits the shares and fixes the first trading day.
• Post-listing: The issuer becomes subject to corporate-disclosure and governance prakas, substantial-shareholding rules (Article 39) and the Listing Rules lock-up.

How the steps fit together:

CSX listing criteria

The CSX publishes these headline criteria:

Framework: what an investor can and cannot do while waiting

Risks during the gap

• Liquidity risk: Capital is tied up with no market exit.
• Information risk: There is no market price yet. Any significant change during the life of the disclosure document triggers the Article 20 supplementary-disclosure duty, but investors cannot react by trading.
• Execution risk: Under the BVS best-efforts underwriting agreement, the underwriter may terminate before shares are credited to successful applicants' trading accounts. Grounds include an SERC restriction order, a material adverse change or a material misstatement. In that case application monies are refunded without interest within 14 days of termination.
• Day-one liquidity: A 65% take-up suggests a thinner buy side at open.
• Dividend promise: The 8% minimum dividend for Class A shares is given by BVS itself under its articles, for five years and measured on the IPO price. It may be paid in cash or shares. Any shortfall is carried forward, or the guarantee period is extended. Class B shareholders do not receive it. Investors should treat it as a company obligation that depends on the company's funds and legal capacity to distribute, not as a third-party guarantee.

Lessons for issuers planning an IPO

• Know your underwriting basis: In a best-efforts deal, the underwriter only procures subscribers. It does not take up untaken shares. Under BVS's subscription terms, shares not taken up by one allottee are re-allotted to investors with excess applications. Article 14 of the Law expressly lets the SERC weigh whether an underwriting agreement would ensure the whole offer is sold.
• Run the float test on the downside case: Model the 7% (Main Board) or 10% (Growth Board) minority-shareholding test, and the 200- or 100-holder test, at 50–70% take-up, not just at full subscription.
• Reserve the Cambodian tranche: Article 36 of Prakas No. 005/15 reserves at least 20% of offer shares for Cambodian nationals. A Cambodian legal entity is one at least 51% Cambodian-owned. Allocation planning should reflect this.
• Treat the post-subscription stage as its own workstream: Prepare the result report, refund mechanics, share register reconciliation, depository deposit and CSX listing documents in parallel with marketing.
• Disclose clearly: BVS issued a public notice when its date moved. A specific reason and a committed next update date protect credibility.
• Watch long windows: A ten-week subscription period plus an extension can tire investors.

Scenarios

The table below outlines potential scenarios during the post-subscription waiting window:

*These scenarios are illustrations. They do not assess how likely any outcome is for BVS.*

Foreign investor practicalities

• Account: Investors need a SERC Investor Identification Number and a trading account with a SERC-licensed securities firm, as the BVS subscription form required.
• Allocation: At least 20% of offer shares are reserved for Cambodian nationals (Prakas No. 005/15, Article 36). Foreign investors compete in the remaining 80%.
• Currency: BVS shares are quoted and traded in KHR. Subscriptions could be settled in KHR or USD, with refunds in the same currency. Returns in other currencies carry exchange-rate exposure.
• Land ownership: Under Article 44 of the Constitution and Articles 8–9 of the Land Law (2001), only Cambodian persons may own land. An enterprise qualifies if at least 51% of its shares, as stated in its articles, are held by Cambodian individuals or entities. Foreign holdings in a land-owning company are therefore capped at 49% in aggregate. For BVS, the founders hold 300,000,000 of the 333,500,000 planned shares, so the cap is unlikely to bind after the IPO. The disclosure document also notes that some project land is held under purchase agreements and a letter of attorney and had not yet been registered in BVS's name.
• Tax: MEF Prakas No. 133 (5 February 2026), announced by the SERC on 19 February 2026, exempts public investors, resident and non-resident, from capital gains tax on securities products covered by Sub-Decree No. 39 (14 March 2025), and postpones capital gains tax on other securities products. Withholding tax on dividends is a separate question, and investors should check the treatment that applies when each dividend is paid.

Key takeaways

• A Cambodian IPO runs through CSX eligibility, then SERC offer approval (Law, Articles 12–18; Sub-Decree No. 54, Article 7), then subscription, SERC result approval, deposit with the CSX depository and CSX listing. The shares cannot be traded until the last step.
• BVS subscription closed on 15 September 2026, the SERC approved the result on 30 September 2026, and listing moved from 5 October to an expected mid-November 2026. No date is fixed.
• Take-up was 21,640,360 of 33,500,000 shares (about 64.6%) under a best-efforts, fixed-price offer.
• The Main Board needs ≥ 200 minority holders and ≥ 7% of voting shares (Growth Board: 100 and 10%). Issuers should test this at partial take-up.
• Refunds of excess monies are due on allotment day under the BVS schedule. If the offer is terminated, monies are refunded within 14 days, without interest.

How MLV Law Group can help

MLV Law Group advises issuers, underwriters and investors on Cambodian equity and debt offerings. For prospective issuers, our team can assess CSX Main Board or Growth Board eligibility, model float and Cambodian-tranche requirements, structure the offer and underwriting, prepare and review the disclosure document, manage SERC and CSX filings, and plan the post-subscription and post-listing compliance programme. For investors, including foreign investors, we review disclosure documents, dividend terms, foreign-ownership constraints and refund or termination rights, and we support account set-up and tax analysis. Each matter is reviewed individually, and its scope and price are set out in a written service proposal before any engagement.

To discuss an offering or an investment, contact our team at legal@mlvlawgroup.com or +855 71 777 4168. For related practice areas, see our expertise on Securities Litigation and Company Formation.

Official and other sources

• Law on the Issuance and Trading of Non-Government Securities (2007), SERC English unofficial translation

• Sub-Decree No. 54 ANK.BK (2009) on implementation of the Law, Council for the Development of Cambodia

• CSX, Main Board criteria · Growth Board criteria

• Borey Vimean Samnang Plc, Disclosure Document for Public Issuance of Equity Securities (English, registered with the SERC)

• BVS IPO information page and subscription result · Subscription Result

• Borey Vimean Samnang Plc press release (15 October 2026), published by Khmer Real Estate

• Cambodia Business Watch, BVS listing postponed to mid-November (October 2026)

• Constitution of the Kingdom of Cambodia, Article 44

• Land Law (2001), Articles 8–9, Council for the Development of Cambodia

• B2B Asia News, SERC announcement of MEF Prakas No. 133 (19 February 2026)