Introduction
Based upon World Bank data, Cambodia approved and completed over 30 infrastructure investment projects as of 2023. It is essential that such projects attract sufficient capital to develop and infrastructure bonds may play an integral part in achieving this aim.
With a view toward furthering the development of the bond market and infrastructure sector, on 30 May 2025, the Non-Bank Financial Services Authority issued Prakas No. 046 on Infrastructure Bond Issuance (“Prakas No. 046”) to specify the conditions, procedures, and obligations related to the issuance of and post-issuance obligations in respect of infrastructure bonds.
Infrastructure bonds come in three forms: corporate infrastructure bonds, project infrastructure bonds, and infrastructure securitization bonds, with important features outlined below.
Features | Corporate Infrastructure Bonds | Project Infrastructure Bonds | Infrastructure Securitization Bonds |
Issuer | Infrastructure company in the form of a public limited company or a permitted entity | Infrastructure company in the form of Special Purpose Vehicle (“SPV”) created by project sponsor(s) | SPVs created by an originator(s) (e.g., an existing infrastructure company having receiving, borrowing, or other financial assets accounts which will form part of project assets) |
Core Purpose | Financing or refinancing the issuer’s general corporate activities and multiple infrastructure assets | Holding the project assets with a specific purpose(s) | Converting existing assets into marketable securities backed by security from the accounts that receive such assets |
Scope of Applicability
Prakas No. 046 covers the public issuance of infrastructure bonds, private infrastructure bonds, and the issuance of infrastructure bonds to qualified investors in Cambodia.
Conditions for Infrastructure Bonds Issuance
Conditions | Description | |||
Issuers: | public limited companies or permitted entities. In case of project infrastructure bonds, additional requirements, including but not limited to the issuer’s sponsors, sponsors’ qualifications, and the issuer’s corporate governance, are required to be met in accordance with Article 10 of Prakas No. 046 | |||
Bond types: | corporate infrastructure bonds, project infrastructure bonds, and infrastructure securitization bonds | |||
Bond issuance types: | private issuance, public issuance, or offer to qualified investors | |||
Authority: | the Securities and Exchange Regulator of Cambodia (“SERC”) | |||
Sectors that hold eligible infrastructure assets: |
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Purposes of fund usage: |
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Note: The public issuance of infrastructure bonds or offering of infrastructure bonds to qualified investors, wherever applicable, must follow relevant provisions set forth in Prakas on Public Offering of Debt Securities, Prakas on Debt Securities Offering to Qualified Investors, and other conditions as set forth in Prakas No. 046 and the SERC.
Approval Requirements
Applicants who are interested in the issuance of infrastructure bonds must:
- Make an application to the SERC based on the SERC’s prescribed form;
- Make relevant and/or necessary disclosure of information as required by the SERC;
- Provide relevant supporting documents, including but not limited to project plans, financial reports, project-related agreements, and any other documents as required by the SERC from time to time; and
- Wherever applicable, depending on the types of bond issuances and bonds, follow relevant provisions set forth in Prakas on Public Offering of Debt Securities, Prakas on Debt Securities Offering to Qualified Investors, Prakas No. 046, and other conditions as determined by the SERC.
Conditions for Post-Infrastructure Bonds Issuance
Wherever applicable, depending on the types of bond issuances and bonds, follow relevant provisions related to information disclosure post-bond issuance as set forth in Prakas on Public Offering of Debt Securities, Prakas on Debt Securities Offering to Qualified Investors, and Prakas No. 046.
Significance of this Prakas
Besides from specifying the conditions, procedures, and obligations related to the issuance of and post-issuance obligations in relation to infrastructure bonds, this Prakas will allow investors to diversify their investments in a new asset class, while at the same time, enable infrastructure companies to seek more financing from the securities market in Cambodia.
Please contact us at HBS LAW if you have any questions. Our team at HBS LAW is ready to provide relevant legal advice and assistance pertaining to the above, as well as any other matters in the capital markets sector in Cambodia. We are committed to delivering services that are tailored to meet your specific legal needs.
Disclaimer: The information provided herein is for information purposes only and may not be relied upon as constituting legal advice.
