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1 October 2015
VinaCapital Vietnam Opportunity Fund Limited (or the "Company")
Notice of Extraordinary General Meeting
VinaCapital Vietnam Opportunity Fund Limited (the "Company") (AIM: VOF) announces that it intends to seek the approval of the Company's shareholders ("Shareholders") for the migration of the Company from the Cayman Islands to Guernsey (the "Migration") and certain amendments to the Company's articles of association. Shareholder approval will be sought at an extraordinary general meeting ("EGM") of the Company's Shareholders to be held on 27 October 2015 at the offices of Northern Trust, Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL on 27 October 2015 at 12.00 p.m. (noon, London time).
Full details of the Migration, including what action Shareholders should take, are set out in a circular dated 1 October 2015 (the "Circular") that will be posted to Shareholders shortly and also made available on the Company's website at http://vof-fund.com/. The below sets out the background and reasons why the Directors are recommending that Shareholders vote in favour of the Migration at the EGM.
Background to the Migration
The Company was admitted to trading on AIM on 30 September 2003 having raised US$9.5 million since launch. Since launch, the net assets of the Company have increased to US$681 million as at 31 August 2015, while the net asset value per ordinary share of the Company (the "Shares") has increased from US$1.00 at launch to US$3.12 at the same date. The Company has grown to become one of the largest funds through which international investors can obtain an active, professionally managed exposure to investment in Vietnam. The directors of the Company (the "Directors") and the Company's investment manager, VinaCapital Investment Management Ltd. (the "Investment Manager") believe that Vietnam will continue to enjoy strong economic growth, that this will lead to attractive investment opportunities over the medium to long term and that the Company should be well positioned to take advantage of these opportunities. The proposals set out in the Circular (the "Proposals") are designed to improve the marketability of the Shares, in order to make them attractive to a larger pool of potential investors.
The Company is currently incorporated under the laws of the Cayman Islands. It is proposed that the Company de-register as an exempted limited liability company in the Cayman Islands and re-register, by way of continuation, in Guernsey. As part of the Proposals, it is the also the Directors' intention to move the trading venue for the Shares from AIM to a premium listing on the Official List and trading on the Main Market and this is expected to occur shortly after completion of the Migration. The Circular sets out the resolutions required to achieve the objectives set out above. If passed, the resolutions will give the Directors the necessary authorities to implement the changes described in the Circular without seeking any further authority from Shareholders.
If the Migration is approved at the EGM, the Company will be required to adopt new articles of association (the "Amended Articles"), a copy of which is appended to the Circular. The Amended Articles are materially similar to the Company's existing articles of association and are drafted in a standard format appropriate for a premium listed, Main Market traded, Guernsey company and in conformity with the Companies (Guernsey) Law, 2008, as amended. A summary of the key differences between the existing articles of association of the Company and the Amended Articles, which, in the opinion of the Directors, are relevant for Shareholders, are set out in the Circular.
In addition to requiring Shareholder approval, the Migration is also subject to regulatory approval from the Guernsey Financial Services Commission.
Furthermore, the Directors consider the Main Market to be a more appropriate market for a company of the size and maturity of the Company, given its growth since it was admitted to trading on AIM.
The move to the Main Market is conditional upon the Company being registered as a Registered Closed-ended Collective Investment Scheme pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987 as amended, and the Registered Collective Investment Schemes Rules 2015 and also upon the relevant approvals being granted by the UK Financial Conduct Authority and the London Stock Exchange. As such, an application will be made to the UK Listing Authority and to the London Stock Exchange respectively for admission of all of the Shares to: (i) the premium listing segment of the Official List; and (ii) trading on the Main Market. It is expected that admission to trading on the Main Market ("Admission") will become effective and that dealings in the Shares on the Main Market will commence following publication of the Company's annual report and the issue of the Company's prospectus in respect of the move to the Main Market (the "Prospectus") in November. Upon Admission, trading in the Shares on AIM will be cancelled. An announcement will be made in due course detailing the timetable for the Migration and the move to the Main Market. The Prospectus will be available on the Company's website www.vof-fund prior to Admission.
On Admission, the Company will be subject to the UK Listing Rules (including the UK Corporate Governance Code and the Guernsey Code on corporate governance), the Prospectus Rules and the Disclosure and Transparency Rules. The Company will maintain its policy of holding a continuation vote every five years. From the point at which the Shares commence trading on the Main Market, they will be quoted and traded in UK pounds sterling rather than US Dollars. The Company expects its Shares to qualify for inclusion in the FTSE Indices in due course. The Company will continue to prepare its financial statements and report its net asset value in US Dollars. The nominal value of the Shares will remain as US$0.01.
From time to time the Company may hold cash or low risk instruments such as government bonds or cash funds denominated in either Vietnamese Dong or US Dollars, either in Vietnam or outside Vietnam.
The following resolutions will be put to Shareholders at the EGM: The first resolution seeks authority for the de-registration of the Company in the Cayman Islands and the re-registration of the Company in Guernsey, together with the adoption of the Amended Articles which incorporate the legal and regulatory requirements of the Company's new jurisdiction and the Listing Rules and the adoption of a new investment objective and new investment policy. The second resolution allows the Company to disapply pre-emption rights in relation to the issue of new Shares representing 10 per cent. of the Company's issued share capital following Admission. This is subject to the provision that such Shares would only be issued at a price at least equal to the net asset value per share. Finally, the third resolution allows the Company to buy back Shares representing up to 14.99 per cent. of the Company's issued share capital which is in line with UK market practice. The second and third resolutions are conditional upon the first resolution being passed by Shareholders at the EGM. Shareholders should note that Shareholder approval is not being sought in connection with the proposed move to the Main Market.
The Directors believe that approval of these resolutions is in the best interests of the Company and recommend that Shareholders vote in favour of them at the EGM.
VinaCapital Investment Management Limited
+84 8 3821 9930
Philip J. Secrett
Grant Thornton UK LLP, Nominated Adviser
+44 (0)20 7383 5100
David Benda / Hugh Jonathan
Numis Securities Limited, Broker
+44 (0)20 7260 1000
FTI Consulting, Public Relations (London)
+44 (0)20 7269 7204
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