By Jake Maxwell Watts And Vu Trong Khanh 

Vietnam's reputation as a fast-growing frontier market with a stable regime--the Holy Grail for adventurous investors--is being threatened by the government's squeamishness about selling off state-owned companies.

Enthusiasm earlier this year had been high for the communist nation's efforts to restructure the country's debt-laden state enterprises through the privatization of more than 400 companies. But worries are growing after the government only sold minority stakes in a small number of the companies originally earmarked for public listing, while foreign-ownership restrictions have kept out big institutional funds and prompted overseas money managers to look to private deals instead.

The most recent flop was the highly anticipated initial public offering of flag carrier Vietnam Airlines this month, which attracted zero interest from foreign investors, with most of the 3.5% stake up for grabs sold to two local banks, according to a person familiar with the deal. The sale was seen as a test of the government's commitment to change and its ability to promote the Southeast Asian nation's economic prospects.

"Foreign investors had been waiting six years for the Vietnam Airlines IPO to occur but when it did finally list...it was a mere US$51.3 million capital raise--not enough to even buy a new plane," said David Wickham, director of global frontier and emerging markets at HSBC Global Asset Management.

Mr. Wickham said HSBC has about US$45 million invested in Vietnam but hasn't bought in to any IPOs in Vietnam because it has "been difficult to increase exposure due to foreign ownership restrictions" and high valuations.

A further deterrent is that the stock still isn't publicly traded. Vietnamese companies raising funds in an IPO often take months or even years to start trading on the stock market, making it difficult to sell in a hurry, compared with hours or days in developed markets.

When taken together, these problems have created incentives for foreign investors to look to private companies for returns, where they can own 100% in some circumstances, compared with just 49% of a public company. Officials have sought to increase the proportion of public companies to 60%; as yet no changes have been implemented.

"What is the point of having a stock market if the rules are more restrictive than those for nonpublic companies?" said Kevin Snowball, chief executive of PXP Asset Management, which manages US$152 million in the country. He said he hasn't participated in any initial public offerings.

The recent gloom has helped send the country's stock market, one of the world's top performers earlier this year, down 8.6% from a six-year high hit in early September. It is still up 15.4% year to date but has fallen behind benchmark stock indexes in Thailand, Indonesia and the Philippines.

Vietnam's outlook is still seen as positive and remains one of the world's most attractive frontier markets, with strong economic growth and a promising young generation and rising middle class. Foreign direct investment is surging, up 6.2% on the year in the 11 months to November. Yields on government bonds have fallen this year, indicating confidence in the country's finances, while a US$1 billion sale of government bonds this month was more than 10 times oversubscribed.

Still, the difficulties associated with investing in the public stock market have prompted several foreign companies seeking exposure in Vietnam to avoid it entirely. Early this month, U.S. snack maker Mondelez International Inc. said it planned to acquire 80% of Kinh Do Corp.'s snacks business, one of Vietnam's largest. Thai Beverage PCL, a Bangkok-listed company owned by Thailand's third-richest man, has approached the Vietnamese government to buy a stake in the country's largest brewer.

"Vietnam is wasting its chance to attract foreign indirect investment," said Cao Sy Kiem, economist and former central-bank governor. "We need to further extend the room for foreign ownership in domestic companies."

Dominic Scriven, chief executive of Dragon Capital Group Ltd., which manages around US$1.3 billion, said it was understandable that Vietnam doesn't want to indiscriminately sell state assets, but that the regulations on foreign ownership have been circumvented in some deals and are broadly counterproductive if the country wants to develop its publicly traded stock market.

Mr. Scriven said that there are legal loopholes which allow foreign investors who are unable to access controlling stakes in businesses through the public stock market to do so in private markets. Losing state assets by selling them too cheaply "is a seriously punishable offense and [with] this corollary of inexperienced people in charge of the equitization process, nobody really knows what things are worth."

The result, Mr. Scriven said, is that privatizations have often been overvalued in the eyes of investors, while the stakes on offer have been small and most often minorities, leaving investors with little say in how the companies are run. There are some exceptions, such as the September IPO of state-owned apparel manufacturer Vinatex, which sold a 49% stake with about half of that to foreigners.

Nevertheless, the offerings are small and foreign investors say they are starved for choice.

"We certainly are disappointed that more has not been done in Vietnam regarding privatization," said Mark Mobius, executive chairman of Templeton Emerging Markets Group, which manages more than US$40 billion. Growth in Vietnamese capital markets "has been hindered because of the lack of large company shares to buy and sell," he said.

Dan Keeler contributed to this article.

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