Prakas on the Issuance of Infrastructure Bonds

On 30 May 2025, the Non-Bank Financial Services Authority issued Prakas No. 046 on the Issuance of Infrastructure Bonds (“Prakas“). This Prakas sets out conditions and procedure for the issuance of infrastructure bonds, as well as further obligations following the issuance, with the aim of ensuring effectiveness, accountability, and transparency.

This Update sets out a high-level summary of key requirements and features specified in the Prakas.

1. Scope 

This Prakas applies to (i) the public issuance infrastructure bonds; (ii) the private issuance of infrastructure bonds; and (iii) the issuance of infrastructure bonds for qualified investors and relevant stakeholders in the Kingdom of Cambodia.

2. Types of Infrastructure Bonds 

Infrastructure bonds may be issued by public limited companies or other permitted entities in the form of (i) Corporate Infrastructure Bonds; (ii) Infrastructure Project Bonds; or (iii) Infrastructure Securitization Bonds.​

• Corporate Infrastructure Bonds: refers to bond issuance by an infrastructure company for the purpose of financing or refinancing the development, construction, operation and maintenance of infrastructure assets. 

• Infrastructure Project Bonds: refers to bond issuance by an infrastructure company created as a special purpose vehicle by a sponsor for a specific purpose of holding assets of the project.

• Infrastructure Securitization Bonds: refers to bond issuance by a special purpose vehicle created by an infrastructure company, known as the originator, which is a company that is entitled to receive credits or other financial assets to be included in the asset pool/portfolio.

Issuance of Infrastructure Securitization Bonds will be governed under a separate regulation.

While Corporate Infrastructure Bonds may be offered through private placements, public offerings, or to qualified investors, Infrastructure Project Bonds may be issued by private offerings or to qualified investors by a special purpose company only.

3. Issuance Requirements

Persons intending to offer infrastructure bonds, whether through private placement, public offering, or to qualified investors, must obtain approval from the Securities and Exchange Regulator of Cambodia (“SERC“) and comply with the applicable regulatory requirements.

For the purpose of issuing infrastructure bonds, qualifying infrastructure assets shall belong to one of the following categories:

• Communications;
• Production of renewable energy;
• Production of non-renewable energy;
• Storage, transmission, and distribution of energy;
• Energy processing;
• General energy;
• Social;
• Telecommunications;
• Water;
• Waste;
• Environment; or
• Others. 

Depending on the type of the infrastructure bonds, the issuer shall comply with the disclosure requirements as detailed in (i) Prakas on the Issuance of Debt Securities; and (ii) Prakas on the Issuance of Debt Securities for Qualified Investors.

Disclosure documents (i.e. prospectus) for the issuance of infrastructure bonds must clearly detail how the total proceeds will be used. This includes specifying the exact amount allocated for each purpose and the implementation stages of the projects. If any proceeds are to be used under contracts with third parties, the disclosure document must state the validity period of these contracts. For companies with an investment plan, the document must include comprehensive details of that plan. If there are multiple investment plans, each must be presented separately and thoroughly in the disclosure document.

4. Post Issuance Requirements 

Issuer must include a progress report on the utilization of funds raised from the issuance of infrastructure bonds, annexed to their annual report. The issuer of Infrastructure Project Bonds for Qualified Investors shall disclose information in a timely manner as required under the Prakas on the Issuance of Debt Securities for Qualified Investors and upon the occurrence of the following significant events:

• Update on the progress of the infrastructure project financed by the infrastructure bonds including significant events of the construction, developments and challenges or risks that could affect the project.
• Significant events that may impact the value of the infrastructure bonds including changes of financial situation of the issuer, significant delays, evolving regulations or other events that can affect the fulfilment of obligations by the issuer.
• Report on the assessment of repayment capacity updated by a credit agency.
• Issuer’s compliance with laws and regulations.
• Changes related to corporate governance including changes in structure, changes in the composition of the board of directors, and the remuneration and compensation of directors and senior staffs.
• Information about trends in the infrastructure sector, changes in economic conditions and other factors that may affect the infrastructure bonds market.

SERC may also require additional disclosure if deemed necessary.

5. Others 

The Prakas further elaborates in detail other conditions and required documents to be submitted for SERC’s review and approval. The Prakas also provides for penalties and sanctions in case of non-compliance. 

If you have any queries on the above, please feel free to contact our team members who will be happy to assist.