Publication of EGM Circular

RNS Number : 9030Z

VietNam Holding Limited

22 March 2012

 



VIETNAM HOLDING LIMITED

PUBLICATION OF CIRCULAR AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Following the announcement on 15 March 2012, the Directors of Vietnam Holding Limited (the "Company") have decided to recommend to Shareholders that the Company makes a bonus issue of warrants to shareholders on a  pro rata basis of one warrant for every three ordinary shares (the "Bonus Issue") held.

The Company has today published a Circular to its Shareholders (the "Circular") including recommended proposals for the Bonus Issue and Notice of a General meeting ("EGM") to be held at Hotel Glaernischhof, Claridenstrasse 30, 8022 Zurich, Switzerland on 11 April 2012 at 4:00 pm. The Circular also includes resolutions for Shareholders to consider concerning amendments to the Articles of Association and authority to utilise Treasury shares.

Electronic copies of the Circular have been made available to shareholders on the Company's website at www.vietnamholding.com

Introduction

The Company announced on 15 March 2012 that it intends to make a bonus issue of Warrants to all Shareholders as at a date to be determined by the Directors of the Company (the "Board"), which is currently anticipated to be in May 2012.  The issue of the Warrants is subject, inter alia, to the passing of certain resolutions which will be proposed at the EGM.  The Company also intends to take advantage of changes to the laws of the Cayman Islands that will allow the Company to hold Shares in treasury. 

Indicative terms of the Warrants

The precise terms of the Warrants are expected to be set out in a Prospectus to be published by the Company in due course.  It is currently intended that the Prospectus will be published in May 2012 and that the Warrants will be issued shortly thereafter.

The indicative principal terms of the Warrants are as set out in the announcement of the Company issued on 15 March 2012.  They are as follows:

·      one Warrant will be issued for every three Shares held by Shareholders on the Record Date;

·      there shall be a single exercise date, upon the maturity of the Warrants, which is currently expected to be in mid-December 2012;

·      the exercise price of the Warrants will be equal to the Net Asset Value per Share as at 29 February 2012, being US$1.196 per Share;

·      the Warrants will be freely transferable and application will be made for the Warrants to be admitted to trading on AIM; and

·      the instrument constituting the Warrants is expected to contain other provisions typically found in such instruments, including those relating to the adjustment of the terms of the Warrants, protections for holders of Warrants and the procedures for the modification of the rights of the Warrants.

If the Warrants are not exercised prior to the exercise date they will expire.  If, at that time, the price of the Shares is less than the exercise price of the Warrants (i.e. the Warrants are "out of the money"), then it is likely that the Warrants will expire without any value.

The full terms and conditions of the Warrants, including the procedure for exercise and what happens if a Shareholder fails to exercise his Warrants on the exercise date, will be set out in the Prospectus.

Reasons for the proposed Bonus Issue of Warrants

The Board is proposing the Bonus Issue for the following reasons:

·           the Board believes that the issue of the Warrants represents an attractive way in which investors can participate in future Net Asset Value growth of the Company through conversion into Shares at a predetermined price;

·           any exercise of the Warrants will increase the capital base of the Company, allowing future operating costs to be spread across a larger number of Shares, and consequently should cause the Company's total expense ratio to fall;

·           the number of Shares in issue will increase following the exercise of any Warrants, which may in due course improve the liquidity of the Shares; and

·           Shareholders will receive listed securities which may have a monetary value and may either be traded in a similar fashion to their existing Shares or converted into Shares upon maturity.

The Board also believes that a number of important macro-economic conditions have shown consistent improvement in Vietnam's economy since the fourth quarter of 2011, including a declining rate of inflation, shrinking trade deficits, and the Vietnamese central bank's increasing resolve for banking reform. The Board considers that the capital raised through the exercise of the Warrants could be well deployed for attractive investments as these positive trends may further strengthen the valuation fundamentals of Vietnamese enterprises.

Treasury Shares

Due to changes in Cayman Islands law, a Cayman Islands company may now acquire and hold its own shares as treasury shares.  Previously, when a Cayman Islands company acquired its own shares they were automatically cancelled and became available for re-issue as part of the company's authorised share capital. 

The Board's objective in utilising treasury shares is primarily to control the level of discount to the NAV per Share at which the Shares trade.  Under Cayman law the Directors are able to transfer Shares from treasury at any price.  The Directors are aware of the issues that arise in relation to the transfer of Shares from treasury at a discount to the NAV per Share and therefore the Board proposes certain guidelines on the transfer of shares from Treasury which are set out in the Circular.

Extraordinary General Meeting

Set out in the Circular is a notice convening the EGM of the Company which will be held at Hotel Glaernischhof, Claridenstrasse 30, 8022 Zurich, Switzerland on 11 April 2012 at 4:00 pm. 

For more information please contact:
VietNam Holding Asset Management Limited
Gyentsen Zatul	Telephone: [phone]
- Investor Relations
Oriel Securities Limited (Nominated Adviser and Broker)
Joe Winkley / Sapna Shah	Telephone: [phone]

 

END

 

 

MSCBUGDXRXDBGDD