Notice of AGM

RNS Number : 6869A

VietNam Holding Limited

01 October 2020

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in any jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment or investment decision whatsoever to purchase shares in the Company or otherwise.

VietNam Holding Limited (the "Company")

Notice of EGM/AGM

Tender Offer

The Company announces that its Annual General Meeting ('AGM') will be held 10.00 a.m. on 30 October 2020 at the offices of FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man, IM1 1LA with the Extraordinary General Meeting ('EGM') to follow at 10.30 a.m.

Highlights

· Tender for up to 15 per cent. of the Company's issued share capital at a 2% discount to NAV

· The Company's fee arrangements with the Investment Manager are also being revised to remove the incentive fee and amend the management fee, as explained further below.

The expected timetable of principal events along with key information from the circular is summarised below.

The Annual Report and Accounts, circular and notices of the AGM and the EGM, together with Forms of Proxy, will shortly be dispatched to all Shareholders. Electronic copies of the Annual Report and Accounts, circular and notices will also shortly be available on the Company's website www.vietnamholding.com .

Covid restrictions

Given current measures around the COVID-19 virus and the desire of the Company to protect the health and safety of Shareholders, both the AGM and the EGM will be convened with the minimum quorum of Shareholders present in order to conduct the business of the meeting. The only attendees who will be permitted entry to the meeting will be those who will need to be present to form the quorum to allow the business to be conducted.

Accordingly, Shareholders will be prevented from attending each of the AGM and the EGM in person and are instead strongly encouraged to complete and return the relevant Form of Proxy in accordance with the instructions printed thereon and in the circular. Given the current restrictions on attendance, Shareholders are strongly encouraged to appoint the Chairman of the AGM and/or the EGM (as applicable) to act as their proxy. Shareholders wishing to raise any questions at the AGM or the EGM should do so by email to #[e-mail] so as to be received no later than 10 a.m. on 28 October 2020.

Enquiries:

Sanne Group (Guernsey) Limited Company Secretary	[phone]
Dynam Capital Limited Craig Martin	[phone]
finnCap Limited William Marle/Giles Rolls	[phone]

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Tender Record Date	6.00 p.m. on 30 September 2020
Tender Offer opens	8.00 a.m. on 1 October 2020
Latest time and date for receipt of Forms of Proxy for the AGM	10.00 a.m. on 28 October 2020
Latest time and date for receipt of Forms of Proxy for the EGM	10.30 a.m. on 28 October 2020
Latest time and date for receipt of Tender Form, settlement of TTE Instruction(s) from CREST and Tender Closing Date	1.00p.m. on 29 October 2020
Time and date of AGM	10.00 a.m. on 30 October 2020
Time and date of EGM	10.30 a.m. on 30 October 2020
Result of AGM and EGM expected to be announced	30 October 2020
Calculation Date	30 October 2020
Announcement of the results of Tender Offer	2 November 2020
Payment under Tender Offer announced: Cheques dispatched and payments made through CREST	w/c 16 November 2020
Balancing Share certificates dispatched and CREST accounts settled in respect of the Tender Offer	w/c 16 November 2020

1.  The Tender Offer

The Board has arranged for finnCap to conduct the Tender Offer for up to 15 per cent. of the Company's Shares in issue at tender price equal to the prevailing Net Asset Value per Share less a 2% discount (less the costs of implementing the tender offer). The Company will pay the Tender Price in cash.  Further details of the Tender Offer are set out in Part 3 and 4 of the circular.

The maximum number of Shares to be acquired under the Tender Offer is 7,585,249 Shares, representing 15 per cent. of the Shares in issue as at the Latest Practicable Date.

By way of illustration, assuming that the maximum number of Shares was acquired under the Tender Offer and that the Tender Price was calculated by reference to the NAV per Share as at 2 October 2020 (being the Latest Practicable Date), the purchase of Shares under the Tender Offer would be expected to cause a small uplift in NAV per Share for Shareholders who continue with their investment in the Company.

The Tender Offer will only be open to Shareholders on the register at the close of business on 30 September 2020 (the Tender Record Date) in respect of Shares continually held from that date until the Tender Closing Date. The Tender Offer is subject to certain conditions set out in paragraph 2 of Part 4 of the circular. In addition, the Tender Offer may be suspended or terminated in certain circumstances, as set out in paragraphs 8 and 9 of Part 4 of the circular.

The Tender Offer is intended to enable those Shareholders (other than Restricted Shareholders) who wish to sell some or all of their Shares to elect to do so, subject to the overall limits of the Tender Offer. Shareholders who successfully tender Shares will receive the Tender Price per Share being a two per cent. discount to NAV per Share on the Calculation Date, less their pro rata proportion of the costs and expenses of the Tender Offer (including portfolio realisation costs). The Tender Price has been set at this level to allow Shareholders who wish to realise a portion of their holding of Shares to do so at a price close to NAV whilst providing for a modest uplift to NAV per Share for continuing Shareholders.

An Eligible Shareholder tendering up to its Basic Entitlement will have its tender satisfied in full. Any Eligible Shareholder tendering more than its Basic Entitlement will have its Excess Application satisfied if there are sufficient remaining Available Shares. Such Available Shares shall be apportioned to Eligible Shareholders pro rata to their Excess Applications should other Eligible Shareholders not tender the full amount of their Basic Entitlement and as a result of certain Overseas Shareholders not being permitted to participate in the Tender Offer.

Shares which are tendered for acceptance under the Tender Offer may not be sold, transferred, charged or otherwise disposed of. Shares which are tendered for acceptance under the Tender Offer may not be withdrawn without the absolute discretion of the Board.

The timing for settlement of the consideration to which any Eligible Shareholder is entitled under the Tender Offer will take into account the period required to realise investments sufficient to meet accepted tenders and the time for the Company to receive the proceeds of such realisations.

Shareholders' attention is drawn to the letter from finnCap in Part 2 of the circular and to the details set out in Parts 3 and 4 of the circular which, together with the Tender Form, constitute the terms and conditions of the Tender Offer. Details of how to tender Shares can be found in paragraph 4 of Part 4 of the circular.

In making the Tender Offer, finnCap will purchase the Shares which have been validly tendered as principal by means of an on-market purchase from tendering Shareholders and will sell the tendered Shares acquired by it on to the Company pursuant to the terms of the Repurchase Agreement. All Shares acquired by the Company from finnCap under the Repurchase Agreement will be cancelled.

2.  Amendment to the Investment Management Agreement

Since inception of the Company, the Investment Manager, under the Investment Management Agreement, has been entitled to both a management fee and an incentive fee for its services to the Company. In the course of the marketing efforts for the Company over the last 18 months, feedback was received from a number of potential investors regarding incentive fees. In order to make the Company's Shares more attractive to as wide a universe of investors as possible, and in close discussion with the Investment Manager, the Board has agreed to remove the incentive fee from the current Investment Management Agreement between the Company and the Investment Manager (currently, 12% of any profits the Company makes after clearing a hurdle rate of 8% and a high water mark are payable to the Investment Manager).  The Board has also agreed to modify the management fee (currently on a sliding scale of 1.5% per annum on NAV below USD 300 million, 1.25% per annum on NAV between USD 300-600 million, and 1.0% per annum on NAV above USD 600 million).  The Board has established a new sliding scale of management fees as follows: 1.75% per annum on NAV below USD 300 million, 1.5% per annum on NAV between USD 300-600 million, and 1.0% per annum on NAV above USD 600 million. 

The Company and the Investment Manager have entered into an amendment agreement to the Investment Management Agreement to reflect the above changes, which are to become effective on 1 November 2020.

The Investment Manager is treated as a related party to the Company in accordance with the Listing Rules.  Accordingly, the amendment to the Investment Management Agreement constitutes a related party transaction under  Chapter 11 of the Listing Rules.  It has been classified as a smaller related party transaction under LR 11.1.10 and as such the Directors have obtained finnCap's opinion as sponsor that the terms of the transaction are fair and reasonable as far as the shareholders of the Company are concerned.

3.  Overseas Shareholders

The Tender Offer is not available to certain Overseas Shareholders. The attention of Overseas Shareholders is drawn to paragraph 10 of Part 4 of the circular.

4.  Taxation

Eligible Shareholders who sell Shares in the Tender Offer may, depending on their individual circumstances, incur a liability to taxation. The attention of Eligible Shareholders is drawn to Part 5 of the circular which sets out a general guide to certain aspects of current law and tax authority practice in respect of UK taxation. Eligible Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the United Kingdom should consult an appropriate professional adviser.

5.  Costs and expenses of the Proposals

The costs and expenses relating to the Tender will be reflected in the Tender Price and so borne by the Shares tendered.  Such costs and expenses are not expected to exceed an aggregate of approximately £175,000.

6.  Annual General Meeting

Ordinary business

Resolutions 1 to 9 (inclusive) comprise the ordinary business of the AGM and will each be proposed as an ordinary resolution.

The Directors are required to present the audited accounts, Directors' report and Auditor's report for the year ended 30 June 2020 to the AGM. The Director's report and the audited accounts have been approved by the Directors and the report of the Directors has been approved by the Auditors. Resolution 1, therefore, is to receive the audited accounts, Director's report and Auditor's report for the year ended 30 June 2020 (the "2020 Annual Report").

Resolution 2 is to approve the Directors' remuneration report for the year ended 30 June 2020, as set out in the 2020 Annual Report. The vote on this Resolution is advisory only and the Directors' entitlement to remuneration is not conditional on its being passed.

Resolutions 3 to 7 (inclusive) are to re-elect each existing member of the Board of Directors, Hiroshi Funaki, Sean Hurst, Damien Pierron, Philip Scales and Saiko Tajima, each of whom shall retire in accordance with the Articles of Incorporation of the Company and offer themselves for re-election at the AGM.

Resolution 8 concerns the re-appointment of KPMG Channel Islands Limited, as the Company's Auditors.

Resolution 9 is to authorise the Directors to determine the remuneration of KPMG Channel Islands Limited, in respect of their appointment as the Company's Auditors subject to the passing of Resolution 8 above.

Special business

Resolutions 10 and 11 comprise the special business of the AGM. Resolution 10 will be proposed as an ordinary resolution and Resolution 11 will be proposed as a special resolution.

Share Buyback Programme

Resolution 10 seeks authority for the Directors to continue to be authorised to buy back Shares in relation to the Company's discount management programme. Any buyback of Shares will be subject to the conditions set out in Resolution 10.

The Board believes that maintaining the availability of the Share Buyback Programme is in the best interests of Shareholders as a whole and should continue to allow the Company to manage the Share price discount to NAV per Share where the Board considers this to be appropriate. The Board is proposing the renewal of the buyback authority which will allow for the repurchase of up to 14.99 per cent. of the Company's issued share capital as at the date of the AGM. Shareholder approval will be sought at each subsequent annual general meeting of the Company to renew such authority, and potentially more frequently if such authority is likely to be fully utilised sooner.

The Directors will only make such repurchases through the market at prices (after allowing for costs) below the relevant prevailing NAV per Share under the guidelines established from time to time by the Board. Purchases of Shares may be made only in accordance with applicable law, the Disclosure Guidance and Transparency Rules and the Market Abuse Regulation.

The Board's current policy is to cancel any repurchased Shares.

Shareholders should note that the purchase of Shares by the Company is at the absolute discretion of the Directors and is subject, amongst other things, to the amount of cash available to the Company to fund such purchases. Accordingly, no expectation or reliance should be placed on the Directors exercising such discretion on any one or more occasions.

Disapplication of pre-emption rights on issue of Shares

Resolution 11 seeks authority for the Directors to disapply pre-emption rights in respect of the allotment and issue to any person or persons of further Shares for cash, up to a maximum that is equivalent to 10 per cent. of the Company's issued share capital as at the date of the circular plus any Shares that may be held in treasury from time to time.

Quorum for the AGM

The quorum requirement for the AGM is two Shareholders present in person or by proxy (or, in the case of a corporate Shareholder, by a duly authorised corporate representative) and entitled to attend and vote.

Voting at the AGM

To be approved, each of the Resolutions 1-10 (inclusive), which are being proposed as ordinary resolutions, must be passed by a simple majority of the votes of Shareholders who vote in person or by proxy, or in the case of a corporate Shareholder, by a duly authorised corporate representative, at the AGM.

To be approved, Resolution 11, which is being proposed as a special resolution, must be passed by a majority of not less than 75 per cent. of the votes of Shareholders who vote in person or by proxy.

As Shareholders are being prevented from attending the AGM, all votes at the AGM will be held by poll.

Please refer to paragraph 9 below in relation to further arrangements that the Board is making for the AGM due to measures imposed as a result of the spread of the COVID-19 virus.

7.  Extraordinary General Meeting

The implementation of the Tender Offer requires the approval of Shareholders. A notice convening an EGM of the Company, which is to be held at 10.30 a.m. on 30 October 2020 at the offices of FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man, IM1 1LA, is set out at the end of the circular.

The EGM Resolution would allow the Company to effect the Tender Offer so as to permit those Eligible Shareholders who wish to realise their investment (whether in whole or in part) to do so, subject to the terms and conditions of the Tender Offer and the extent to which Eligible Shareholders tender their Shares.

The quorum requirement for the EGM is two Shareholders present in person or by proxy (or, in the case of a corporation, by a duly appointed representative) and entitled to attend and vote.

To be approved, the EGM Resolution, which is being proposed as an ordinary resolution, must be passed by a simple majority of the votes of Shareholders who vote in person or by proxy or, in the case of corporations, by their duly authorised representatives, at the EGM.  As Shareholders are being prevented from attending the EGM, all votes at the EGM will be held by poll.

8.  Action to be Taken

Given current measures around the COVID-19 virus and the desire of the Company to protect the health and safety of Shareholders, you will understand that both the AGM and the EGM will be convened with the minimum quorum of Shareholders present in order to conduct the business of the meeting. The only attendees who will be permitted entry to the meeting will be those who will need to be present to form the quorum to allow the business to be conducted.

Accordingly, Shareholders will be prevented from attending each of the AGM and the EGM in person and are instead strongly encouraged to complete and return the enclosed relevant Form of Proxy in accordance with the instructions printed thereon and in the circular. Given the current restrictions on attendance, Shareholders are strongly encouraged to appoint the Chairman of the AGM and/or the EGM (as applicable) to act as their proxy. Shareholders wishing to raise any questions at the AGM or the EGM should do so by email to #[e-mail] so as to be received no later than 10.00 a.m. on 28 October 2020. You may not use the email address to communicate with the Company for any purpose other than as expressly stated.

a)  Form of Proxys

AGM

Shareholders will find attached to the circular a Form of Proxy for use in connection with the AGM. Whether or not Shareholders intend to be present at the AGM, they are requested to complete the Form of Proxy in accordance with the instructions printed thereon and return it to Computershare Investor Services (Guernsey) Limited c/o The Pavilions , Bridgwater Road, Bristol, BS99 6ZY, United Kingdom as soon as possible and, in any event, so as to arrive by no later than 48 hours before the time of the AGM. Completion of the Form of Proxy will not prevent a Shareholder attending and voting at the AGM in person.

EGM

Shareholders will find attached to the circular a Form of Proxy for use in connection with the EGM. Whether or not Shareholders intend to be present at the EGM, they are requested to complete the Form of Proxy in accordance with the instructions printed thereon and return it to Computershare Investor Services (Guernsey) Limited c/o The Pavilions , Bridgwater Road, Bristol, BS99 6ZY, United Kingdom as soon as possible and, in any event, so as to arrive by no later than 48 hours before the time of the EGM. Completion of the Form of Proxy will not prevent a Shareholder attending and voting at the EGM in person.

b)  Tender Form

SHAREHOLDERS WHO WISH TO MAINTAIN THEIR CURRENT SHAREHOLDING IN THE COMPANY SHOULD NOT COMPLETE OR RETURN A TENDER FORM OR SUBMIT A TTE INSTRUCTION IN CREST.

Only those Eligible Shareholders who wish to tender Shares and who hold their Shares in certificated form should complete and return a Tender Form. Those Eligible Shareholders who hold their Shares in uncertificated form do not need to complete or return a Tender Form.

Eligible Shareholders who wish to participate in the Tender Offer and hold their Shares in certificated form should complete the Tender Form in accordance with the instructions set out therein and return the completed Tender Form to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours) to The Pavilions, Bridgwater Road, Bristol BS13 8AE, to arrive as soon as possible and, in any event, by no later than 1.00 p.m. on 29 October 2020.

Eligible Shareholders who wish to participate in the Tender Offer and hold their Shares in certificated form should also return their Share certificate(s) and/or other document(s) of title in respect of the Shares tendered with their Tender Form.

Eligible Shareholders who wish to tender Shares and hold their Shares in uncertificated form (that is, in CREST) should arrange for the relevant Shares to be transferred to escrow by means of a TTE Instruction as described in paragraph 4 of Part 4 of the circular.

9.  Recommendation

The Directors consider that all the Resolutions to be put to the AGM and EGM are in the best interests of the Company and its Shareholders as a whole and recommend that you vote in favour of the Resolutions, as they intend to do in respect of their own beneficial shareholdings. You are requested to complete and return the enclosed Form of Proxy without delay, whether or not you intend to attend the AGM and EGM.

Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions to be proposed at each of the AGM and EGM.

THE DIRECTORS ARE MAKING NO RECOMMENDATION TO ELIGIBLE SHAREHOLDERS AS TO WHETHER THEY SHOULD TENDER SHARES IN THE TENDER OFFER. WHETHER ELIGIBLE SHAREHOLDERS DECIDE TO TENDER SHARES WILL DEPEND, AMONG OTHER THINGS, ON THEIR VIEW OF THE COMPANY'S PROSPECTS AND THEIR OWN INDIVIDUAL CIRCUMSTANCES, INCLUDING THEIR TAX POSITION. SHAREHOLDERS WHO ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE SHOULD CONSULT AN APPROPRIATE INDEPENDENT PROFESSIONAL ADVISER.

You are requested to complete and return the enclosed Form of Proxy without delay, whether or not you intend to attend the AGM and EGM.

DEFINITIONS

"AGM"	the 2020 annual general meeting of the Company to be held at 10.00 a.m. on 30 October 2020 at the offices of FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man, IM1 1LA;
"AGM Resolutions"	the resolutions to be proposed at the AGM in relation to the proposals as set out in the notice of the AGM;
"Auditors"	KPMG Channel Islands Limited ;
"Available Shares"	7,585,249 Shares to be acquired under the Tender Offer representing 15 per cent. of the Shares in issue as at the date of the circular;
"Basic Entitlement"	15 per cent. of Shareholders (other than certain Overseas Shareholders) Shares registered in their name on the Register as at the Tender Record Date;
"Business Day"	any day other than a Saturday, Sunday or public holiday in the UK on which clearing banks in the UK are open for general banking business;
"Calculation Date"	30 October 2020;
"Company" or "VNH"	VietNam Holding Limited, a company incorporated under the laws of Guernsey with registered number 66090 ;
"CREST"	the computer based system and related facilities and procedures operated by Euroclear;
"Directors" or "Board"	the directors of the Company;
"Disclosure Guidance and Transparency Rules"	the disclosure guidance and transparency rules made by the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000, as amended;
"EGM Resolution"	the resolution to be proposed at the EGM in relation to the Tender Offer as set out in the notice of the EGM;
"Eligible Shareholders"	Shareholders on the Register at the Tender Record Date, in respect of Shares continually held from that date until the Tender Closing Date;
"Euroclear"	Euroclear UK & Ireland Limited, being the operator of CREST;
"Excess Application"	an Eligible Shareholder tendering more than its Basic Entitlement;
"Extraordinary General Meeting" or "EGM"	the extraordinary general meeting of the Company to be held at 10.30 a.m. on 30 October 2020 at the offices of FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man, IM1 1LA, notice of which is set out at the end of the circular;
"finnCap"	the Company's sponsor for the purposes of the transaction, Nomad and Broker;
"Forms of Proxy"	the forms of proxy received in connection with the AGM and EGM;
"Investment Management Agreement"	the investment management agreement between the Company and the Investment Manager, as amended from time to time;
"Investment Manager"	Dynam Capital, Ltd., a company incorporated under the laws of the Guernsey;
"Latest Practicable Date"	1 October 2020, being the latest practicable date prior to the publication of the circular;
" Listing Rules"	the listing rules made by the UK Listing Authority under section 73A of FSMA;
"London Stock Exchange"	London Stock Exchange Plc;
"Market Abuse Regulation"	the Market Abuse Regulation (EU) No. 596/2014;
"NAV" or "Net Asset Value"	the net asset value of the Company determined in accordance with the Company's normal accounting policies after adding back any Tender Offer Costs that have already been expensed;
"Overseas Shareholders"	Shareholders who are resident in or citizens of, territories outside  the UK and not resident in, or citizens of, any  of  the Restricted Territories;
"Register"	the register of members of the Company;
"Registrars"	Computershare Investor Services (Guernsey) Limited;
"Regulatory Information Service"	a service approved by the London Stock Exchange for the distribution to the public of announcements;
"Repurchase Agreement"	the repurchase agreement dated 5 October 2020 between the Company and finnCap;
"Resolutions"	the AGM Resolutions and/or the EGM Resolution, as the context requires;
"Restricted Shareholders"	Shareholders who are resident in, or citizens of, one of the Restricted Territories;
"Restricted Territory"	any and all of the United States, Australia, Canada, Japan and the Republic of South Africa;
"Share Buyback Programme"	the programme of Share buybacks, operated at the discretion of the Directors, pursuant to the authority of the Company to buy back Shares in the market periodically granted by Shareholders and next to be sought at the AGM;
"Shareholder"	holders of Shares;
"Shares"	ordinary shares of nominal value US$1.00 each in the capital of the Company;
"Tender Closing Date"	1.00 p.m. on 29 October 2020 being the final date on which the Tender Form may be received and the date on which the Tender Offer closes to UK Registered Shareholders;
"Tender Form"	the tender  form  accompanying  the circular  for  use  by  Shareholders  who  hold  their  Shares  in  certificated  form  in connection with the Tender Offer;
"Tender Offer", "Tender" or "Offer"	the invitation by finnCap to Eligible Shareholders (other than Restricted Shareholders) to tender Shares on the terms and subject to the conditions set out in the circular and, in the case of Shares held in certificated form, the Tender Form;
"Tender Price"	the price at which Shares will be purchased pursuant to the Tender Offer as determined in accordance with the terms and conditions of the Tender Offer and as set out in Part 3 of the circular;
"Tender Record Date"	6.00 p.m. on 30 September 2020;
"TFE Instruction"	a transfer from escrow instruction;
"UK"	the United Kingdom of Great Britain and Northern Ireland;
"US Dollars" or "US$"	the lawful currency of the United States of America;

 

 

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