Tender Offer

RNS Number : 3204H

VietNam Holding Limited

03 August 2021

 

VietNam Holding Limited (the "Company")

Tender Offer

The Company announces that it is proposing to conduct a tender for up to 30% of the Company's issued share capital.  A circular setting out the terms of the tender and convening the necessary Extraordinary General Meeting ('EGM') has today been posted to shareholders.

The expected timetable of principal events along with key information from the circular is summarised bel ow:  

EXPECTED TIMETABLE

Tender Record Date	6.00 p.m. on 2 August 2021
Tender Offer opens	8.00 a.m. on 3 August 2021
Latest time and date for receipt of Forms of Proxy for the EGM	10.00 a.m. on 26 August 2021
Last time and date for receipt of Tender Form, settlement of TTE Instruction(s) from CREST and Tender Closing Date	1.00 p.m. on 26 August 2021
Time and date of EGM	10.00 a.m. on 31 August 2021
Result of EGM and Tender Offer expected to be announced	31 August 2021
Payment under Tender Offer announced: Cheques dispatched and payments made through CREST in the week commencing	13 September 2021

The times and dates set out in the expected timetable and mentioned throughout this document may, in certain circumstances, be adjusted by the Company, in which event, details of the new times and dates will be notified, as required, to the London Stock Exchange and, where appropriate, to Shareholders and an announcement will be made through a Regulatory Information Service. 

All references to times in this document are to London time unless otherwise stated.  

The circular and notice of the EGM, together with Forms of Proxy, will shortly be dispatched to all Shareholders and   will also shortly be available on the Company's website www.vietnamholding.com .

Enquiries:

Dynam Capital Limited Craig Martin	[phone]
finnCap Limited William Marle/Abigail Kelly/Milesh Hindocha	[phone]
Sanne Group (Guernsey) Limited Company Secretary	[phone]

1.  The Tender Offer

The Board has arranged for finnCap to conduct the Tender Offer for up to 30 per cent. of the Company's Shares in issue at a tender price equal to the prevailing Net Asset Value per Share as at the date of completion of the Tender Offer, less a 2 per cent. 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 12,737,184 Shares, representing 30 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 August 2021 (being the Latest Practicable Date), the purchase of Shares under the Tender Offer would be expected to cause an 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 6.00 p.m. on 2 August 2021 (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 this document. 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 this document.

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 2 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 an 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 this document and to the details set out in Parts 3 and 4 of this document which, together (where applicable) 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 this document.

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.  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 this document.

3.  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 this document 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.

4.  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 £100,000 (excluding portfolio realisation costs).

5.  Extraordinary General Meeting

The implementation of the Tender Offer requires the approval of Shareholders. A notice convening an Extraordinary General Meeting of the Company, which is to be held at 10.00 a.m. on 31 August 2021 at the offices of FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man, IM1 1LA, is set out at the end of this document.

The Resolution would allow the Company to effect the Tender Offer so as to permit those Eligible Shareholders who wish to realise their investment in the Company (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 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' physical attendance at the EGM may not be possible, all votes at the EGM will be held by poll.

Please refer to paragraph 7 below in relation to further arrangements that the Board is making for the EGM due to measures imposed as a result of the spread of the COVID-19 virus.

6.  Action to be Taken

Given the potential prevailing restrictions introduced to address the COVID-19 pandemic at the relevant time, physical attendance at the EGM may not be possible. Accordingly, the Company urges Shareholders to vote by proxy and to appoint the chairman of the meeting as their proxy. If a Shareholder appoints someone else as their proxy, that proxy may not be able to attend the EGM in person nor cast the Shareholder's vote. The votes on the resolution contained in the notice of the EGM will be held by poll, so that all proxy votes are counted. Shareholders wishing to raise any questions at the EGM should do so by email to #[e-mail] so as to be received no later than 10.00 a.m. on 26 August 2021. You may not use the email address to communicate with the Company for any purpose other than as expressly stated.

Shareholders are requested to complete and return the Form of Proxy attached to this document for use at the EGM. To be valid, the Form(s) of Proxy must be completed and returned in accordance with the instructions printed thereon to Computershare Investor Services (Guernsey) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom as soon as possible and, in any event, so as to arrive by no later than 10.00 a.m. on 26 August 2021.

a) Forms of Proxy

Shareholders will find attached to this document a Form of Proxy for use in connection with the EGM. Shareholders 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 6ZZ, United Kingdom as soon as possible and, in any event, so as to arrive by no later than 10.00 a.m. on 26 August 2021.

b)  Tender Form

SHAREHOLDERS WHO DO NOT WISH TO TENDER THEIR SHARES 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 thereon and return the completed Tender Form to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ to arrive as soon as possible and, in any event, by no later than 1.00 p.m. on 26 August 2021.

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 this document.

7.  Recommendation

The Directors consider that the Resolution is in the best interests of the Company and its Shareholders as a whole and recommend that you vote in favour of it, as they intend to do in respect of their own beneficial shareholdings. You are requested to complete and return the Form of Proxy without delay.

Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolution to be proposed at the 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.

Shareholders are requested to complete and return the Form of Proxy as soon as possible, whether or not you intend to tender Shares in the Tender Offer.

DEFINITIONS

Available Shares	12,737,184 Shares to be acquired under the Tender Offer representing 30 per cent. of the Shares in issue as at the Latest Practicable Date;
Basic Entitlement	30 per cent. of Shareholders' (other than certain Overseas Shareholders) Shares registered in their name on the Register as at the Tender Record Date;
Calculation Date	31 August 2021;
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
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 10.00 a.m. on 31 August 2021 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	finnCap Ltd.;
Form of Proxy	the form of proxy for use by Shareholders in connection with the EGM;
Latest Practicable Date	2 August 2021, being the latest practicable date prior to the publication of the circular;
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;
Repurchase Agreement	the repurchase agreement dated [3] August 2021 between the Company and finnCap;
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;
Resolution	the resolution to be proposed at the EGM in relation to the Tender Offer
Shareholders	holders of Shares;
Shares	ordinary shares of nominal value US$1.00 each in the capital of the Company;
Tender Closing Date	1.00 p.m. on 26 August 2021 being the final date on which the Tender Form may be received and the date on which the Tender Offer closes to Eligible Shareholders;
Tender Form	the  tender  form  accompanying  this  document  for  use  by  Shareholders  who  hold  their  Shares  in  certificated  form  in connection with the Tender Offer;
Tender Offer	the invitation by finnCap to Eligible Shareholders (other than Restricted Shareholders) to tender Shares on the terms and subject to the conditions set out in the circular and, in the case of Shares held in certificated form, the Tender Form;
Tender Price	the price at which Shares will be purchased pursuant to the Tender Offer as determined in accordance with the terms and conditions of the Tender Offer and as set out in Part 3 of the circular;
Tender Record Date	6.00 p.m. on 2 August 2021;
UK	the United Kingdom of Great Britain and Northern Ireland; and
US Dollars or US$	the lawful currency of the United States of America.

 

END

 

 

TENUUUBRANUWRAR