Final Results
VietNam Holding Limited
12 December 2006
VietNam Holding Limited
(an exempted company incorporated with limited liabilities in the Cayman Islands)
Financial Statements for the period ending 30 June 2006
Vietnam Holding Limited (the 'Company') is pleased to announce the final results
for the period from 15 June 2006 (date of commencement of its operations) to 30
June 2006. The full Report was approved by the Directors on 15 September 2006
and was posted to shareholders on 11 December 2006 and will be available from
the Company's offices at Fourth Floor, Zephyr House, 122 Mary Street, P.O. Box
709GT, Grand Cayman, Cayman Islands.
Directors Report
VNH commenced operations upon its successful Admission to Alternative Investment
Market (AIM) of London Stock Exchange on June 15, 2006. An aggregate of 56.25
million shares were issued and $112.5 million was subscribed by VNH
shareholders. Up to June 30, 2006, VNH and its board have been working closely
with VietNam Holding Asset Management (VNHAM), our investment manager, in the
following key areas:
Investment
Following VNH's investment strategy of achieving long term capital growth, a
top-down approach has been adopted to identify investment targets of which a
subset is selected as priorities. In depth reviews and industry analysis,
complemented by contribution of Senior Advisory Council of VietNam Holding Asset
Management, have enabled VNH to establish a healthy deals pipeline. Presently,
VNH is actively pursuing a few potential transactions and is expected to
complete its first Vietnam investment in the near future.
Liquidity
By June 15, 2006, USD 112'500'000 has been deposited with Credit Suisse
(Luxembourg) SA, VNH's custodian bank. Over time VNH is expected to deploy the
majority of its capital among targeted Vietnam investments. Hence, the holding
of offshore liquid assets will correspondingly decline during the investment
period, which at this time we estimate at about one year.
Management
Recognizing the importance of internal control and risk management, VNH Board
has approved and adopted a Code of Ethics as part of AIM Admission protocol.
Together with VietNam Holding Asset Management, VNH and its board are developing
and implementing policies and procedures to govern business processes and
investment activities. It is anticipated that in the next three to six months,
key operational rules, business integrity policy and other business control
measures which jointly govern VNH and VNHAM will become effective once approved
by the Board.
Financial
As of June 30, 2006 Net Asset Value (NAV) was USD 108'073'090, or USD 1.92 per
share.
Investment Manager's Report
With a focus on Vietnam's privatized former State-Owned Enterprises (SOEs),
VietNam Holding Ltd. aims to take advantage of investment opportunities created
by the Government of Vietnam's stated plans to privatize a large number of
economically viable SOEs as part of the country's structural reforms and to have
many of these privatized companies list on the stock exchanges in Vietnam. The
Government anticipates that this reform process will be accelerated by the
country's WTO accession - which is expected to occur this year still. The stock
exchanges in Vietnam are expected to undergo an ongoing expansion upon the
listing of these former SOEs, which should result in a substantial increase in
liquidity.
During the initial two weeks of its corporate life, VietNam Holding Ltd. did not
yet invest in any equity positions in Vietnam. All of the net proceeds of the
equity capital of USD 112'500'000 minus the Formation Expenses of USD 4'627'542,
amounting to a net amount of USD 107'872'458 were held in interest-bearing bank
accounts, producing interest income of USD 358'563 for the period between June
15 and June 30, 2006.
As Investment Manager, we do not see any obstacles which would deter us from
achieving our investment objectives in Vietnam.
Statement of operations
Notes USD
Income
Interest income 6 358,563
Total investment income 358,563
Expenses
Investment Management fee 7 89,917
Nominated Advisor fees 3,854
Formation Expenses 10 4,627,542
Administration and accounting fees 9 5,328
Custodian fee 8 13,852
Directors' fees 7 42,667
Broker fees 2,313
Operating expenses before finance costs 4,785,473
Interest expense 0
Change in net assets attributable to holders of -4,426,910
redeemable shares
Statement of changes in net assets attributable to holders of redeemable shares
For the period from 15 June 2006 (date of commencement of its operations) to 30
June 2006
Notes USD
Balance at 15 June 2006 0
Change in net assets attributable to holders of redeemable -4,426,910
shares for the period
Issue of redeemable shares during the period 4 112,500,000
Redemption of redeemable shares during the period 4 0
Balance at 30 June 2006 108,073,090
Statement of cashflows
For the period from 15 June 2006 (date of commencement of its operations) to 30
June 2006
12.06.06
to 30.06.06
USD
OPERATING ACTIVITIES:
Interest received 358,563
Operating expenses paid -4,759,316
Cash flows from operating activities -4,400,753
FINANCING ACTIVITIES:
Proceeds from issuance of redeemable shares 112,500,000
Cash flow from financing activities 112,500,000
Net increase in cash and cash equivalents 108,099,247
Cash and cash equivalents at start of period 0
Cash and cash equivalents at end of period 108,099,247
Notes on financial statement
1. THE COMPANY
VietNam Holding Limited is a newly incorporated, closed-end investment holding
company incorporated on April 20, 2006 as an exempt company under the Companies
Law in the Cayman Islands and commenced its operations on June 15, to invest
principally in securities of former SOEs in Vietnam, prior to, at or after the
time such securities become listed on the Vietnam Stock Exchange, including the
initial privatisation of the SOEs. The Fund may also invest in the securities of
private companies in Vietnam, whether Vietnamese or foreign owned, and the
securities of foreign companies if a significant portion of their assets are
held or operations are in Vietnam.
The investment objective of the Fund is to achieve long-term capital
appreciation by investing in a diversified portfolio of companies that have high
growth potential at an attractive valuation.
Vietnam Holding Asset Management Limited (VNHAM) has been appointed as the
Company's Investment Manager and is responsible for the day-to-day management of
the Company's investment portfolio in accordance with the Company's investment
policies, objectives and restrictions. quondam vietnam partners Ltd. has been
appointed as VNHAM'S Investment Advisor and is responsible for providing
strategic advice to VNHAM on a non-exclusive basis.
Credit Suisse (Luxembourg) has been appointed to act as custodian of the Fund's
assets (as can be legally held outside of Vietnam) pursuant to the Custody
Agreement. Vietnamese law requires that the Fund's shares in Listed Companies
must be held by a custodian registered as such in Vietnam and these assets will
therefore be held by the Vietnam sub-custodian. HSBC (Vietnam) has been
appointed to act as sub-custodian. Credit Suisse Asset Management Fund Service
(Luxembourg) SA has been appointed to act as the administrator of the Fund and
to provide a range of administrative services to the Company (including the
calculation of the Net Asset Value).
The registered office of the Company is Card Corporate Service Ltd, Zephyr
House, Mary Street 122, Grand Cayman, Cayman Islands.
The financial statements were authorised for issue by the directors on date of
September 15, 2006.
2. PRINCIPAL ACCOUNTING POLICIES
(a) Statement of Compliance
The financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS) and interpretations adopted by the
International Accounting Standard Board.
(b) Basis of preparation
The financial statements are presented in USD and rounded to the nearest USD.
They are prepared on a fair value basis for financial assets and financial
liabilities at fair value through profit or loss.
The preparation of financial statements in conformity with IFRSs requires
management to make judgements, estimates and assumptions that affect the
application of policies and the reported amounts of assets and liabilities,
income and expense. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of
making the judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from the
estimates.
The estimated and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
(c) Foreign currency translation
Transactions in foreign currencies other than the functional currency are
translated at the rate ruling on the dates of the transactions. Monetary assets
and liabilities, denominated in foreign currencies are re-translated to USD at
the rates ruling on the period-end date. Foreign currency exchange differences
arising on translation and realised gains and losses on disposals or settlements
of monetary assets and liabilities are included in the income statement.
Foreign currency exchange differences relating to financial instruments
held-for-trading are included in the realised and unrealised gains and losses on
those investments. All other foreign currency exchange differences relating to
other monetary items, including cash and cash equivalents, are included in net
foreign exchange gain and losses in the income statement.
(d) Financial instruments
(i) Classification
The Fund designated all its investments into the financial assets at fair value
through profit and loss category.
The category of financial assets and financial liabilities at fair value through
profit and loss comprises:
Financial instruments held-for-trading. These includes futures, forward
contracts, options, interest rate swaps and liabilities from short sales of
financial instruments. All derivatives in a net receivable position (positive
fair value), as well as options purchased, are reported as financial assets
held-for-trading. All derivatives in a net payable position (negative fair
value), as well as options written, are reported as financial liabilities
held-for-trading.
Financial instruments designated at fair value through profit and loss upon
initial recognition. These include financial assets that are not held for
trading purposes and which may be sold. These are investments in exchange-traded
debt and equity instruments, unlisted off-shore open-ended investments funds,
unlisted equity instruments and commercial paper.
Financial assets that are classified as loans and receivables include balances
due from brokers, receivables from reverse repurchase agreements and accounts
receivable.
Financial liabilities that are not at fair value through profit and loss include
balances due to brokers, payables under repurchase agreements, accounts payable
and financial liabilities arising on redeemable shares.
As at June 30, 2006, the Company held no investments.
(ii) Recognition
The Fund recognises financial assets held for trading on the trade date, being
the date they commit to purchase the instruments. From this date, any gains and
losses arising from changes in fair value of the assets or liabilities are
recorded.
Financial liabilities are not recognised unless one of the parties has performed
or the contract is a derivative contract not exempted from the scope of IAS 39.
(iii) Derecognition
A financial asset is derecognised when the Company no longer have control over
the contractual rights that comprise that asset. This occurs when the rights
are realised, expire or are surrendered.
Assets held-for-trading that are sold are derecognised, and corresponding
receivables from the buyer for the payment are recognised on the trade date,
being the date the Company commits to sell the assets.
A financial liability is derecognised when the obligation specified in the
contract is discharged, cancelled or expired.
The weighted average method is used to determine realised gains and losses on
derecognition.
(iv) Measurement
The financial statements are prepared on a fair value basis for derivative
financial instruments, financial assets and liabilities held for trading, except
those for which a reliable measure of fair value is not available. Other
financial assets and liabilities and non-financial assets and liabilities are
stated at amortised cost.
Valuation
Marketable securities are carried at fair value. The fair value of the
securities is based on their quoted price at the balance sheet date without any
deduction for transactions costs.
If quoted market prices are unavailable or do not, in the opinion of the Board
of Directors, represent probable realisable values, or if the securities are not
listed, the value of the relevant securities is ascertained by the Board
Directors in good faith using valuation methods which they consider fair in the
circumstances including quotes received from brokers and other third party
sources where possible.
Any increase or decreases in carrying values are recognized in the statement of
operations as an unrealised gain or loss.
(v) Gains and losses on subsequent measurement
Gains and losses arising from a change in the fair value of financial
instruments are recognised in the income statement.
(vi) Specific Instruments
Cash and cash equivalents
Cash comprises current deposits with banks, fixed deposits, margin accounts and
bank overdrafts. Cash equivalents are short-term highly liquid investments that
are readily convertible to known amounts of cash, are subject to an
insignificant risk of changes in value, and are held for the purpose of meeting
short-term cash commitments rather than for investment or other purposes.
Forward foreign exchange contracts
Forward foreign exchange contracts are stated at market value, with the
resulting net realised and unrealised gains and losses reflected in the income
statement.
(e) Interest income and expense
Interest income and expense is recognised in the income statement on an accruals
basis.
Interest income includes the amortisation of any discount or premium on zero
coupon bonds, which is taken to income on the basis of yield to redemption, from
the date of purchase.
(f) Miscellaneous income
Miscellaneous income is recognised in the income statement on an
accruals basis.
(g) Formation expenses
Costs and expenses attributable to the establishment of the Company have been
expensed when incurred.
(h) Offsetting
Financial assets and liabilities are offset and the net amount is reported in
the balance sheet when the Company has a legally enforceable right to set off
the recognised amounts and the transactions are intended to be settled on a net
basis or simultaneously, e.g. through a market clearing mechanism.
(i) Amounts due to/from brokers
Amounts due to/from brokers represent security purchases and sales transactions
contracted for but not yet delivered at period end.
(j) Redeemable shares
All redeemable shares issued by the Company provide investors with the right to
require redemption for cash at the value proportionate to the investor's share
in the Company's net assets at the redemption date. In accordance with IAS 32
such instruments give rise to a financial liability for the present value of the
redemption amount. In accordance with the admission document the Company is
contractually obliged to redeem shares at mid-market prices. Due to the fact
that in accordance with IAS 39 the best measure of fair value of a financial
asset is usually the current bid price, the redeemable shares need to be
adjusted to mid-market prices to balance the balance sheet. As at June 30, 2006,
no adjustment was required as the company invested its assets in cash.
3. FINANCIAL INSTRUMENT AND ASSOCIATED RISKS
Financial assets of the Funds include investments, cash at bank and with brokers
and debtors, prepaid expenses and accrued income. Financial liabilities include
bank loans and overdrafts, creditors and accrued charges. Accounting policies
for financial assets and liabilities are set out in note 2.
The Fund investing activities expose it to various types of risk that are
associated with the financial instruments and the markets in which it invests.
The most important types of financial risk to which the Fund is exposed are
market risk, credit risk and liquidity risk.
Asset allocation is determined by the Fund's investment manager who manages the
distribution of the assets to achieve the investment objectives. Divergence from
target asset allocations and the composition of the portfolio is monitored by
the Fund's investment manager.
Market risk
Market risk is the risk that the value of a financial asset will fluctuate as a
result of changes in market prices, whether or not those changes are caused by
factors specific to the individual asset or factors affecting all assets in the
market. The Company will be exposed to market risk on all of its investments,
but in the case of its investments in Listed Companies, such market risk relates
to the Vietnamese market, which is at or near an all-time high, and other
exchanges, if any, where the Company's investments are to be listed.
Furthermore, there is no certainty that the market price of the Ordinary Shares
will fully reflect their underlying net asset value. Shares of closed-end
investment companies frequently trade at a discount to net asset value. This
characteristic of shares of a closed-end investment company is a risk separate
and distinct from the risk that the Net Asset Value may decrease.
The overall market positions are monitored on a regular basis by the investment
manager and the board of Directors.
Currency risk
The Fund may invest in financial instruments and enter into transactions
denominated in currencies other than its functional currency. Consequently, the
Fund is exposed to risks that the exchange rate of its currency relative to
other currencies may change in a manner that has an adverse affect on the value
of that portion of the Fund's assets or liabilities denominated in currencies
other than the USD.
The Company may, however, enter into arrangements to hedge currency risks if
such arrangements become desirable and practicable in the future in the interest
of efficient portfolio management.
Credit Risk
Credit risk is the risk that counterparty to a financial instrument will fail to
discharge an obligation or commitment that it has entered into with the Fund.
At June 30, 2006 the financial assets were invested in cash with highly rated
credit institutions.
Credit risk arising on transactions with brokers relates to transactions
awaiting settlement and cash collateral provided against open contracts. Risk
relating to unsettled transactions is considered small due to the short
settlement period involved.
Liquidity risk
The Fund, a closed-end investment company, will invest in Companies through
listings on the Vietnam Stock Exchange or another stock exchange. However, few
companies have listed shares on the Vietnam Stock Exchange and there is no
guarantee that the Vietnam Stock Exchange will provide liquidity for the
Company's investments in Unlisted Companies. The Company may have to resell its
investments in privately negotiated transactions.
The Fund's shares are listed on AIM, a market designed primarily for emerging or
smaller companies to which a higher investment risk tends to be attached than to
larger or more established companies. An investment in shares quoted on AIM may
carry a higher risk than an investment in shares quoted on the Official List of
the United Kingdom Listing Authority. AIM has been in existence since June 1995
but its future success, and any liquidity in the market for the Company's
securities, cannot be guaranteed. An investment in Ordinary Shares may be
difficult to realise.
Interest rate risk
The Fund will be exposed to interest rate risk, due to investment in fixed
interest rate bonds. The prices of these securities are sensitive to interest
rate fluctuations, and unexpected fluctuations in interest rates could cause the
valuations of the fixed interest rate bonds to move in a direction which was not
anticipated.
4. SHARE CAPITAL
The Ordinary Shares have been created pursuant to the Companies Law. The Company
was incorporated with an authorised share capital of $100,000,000 divided into
100,000,000 Ordinary Shares of $1.00 each. The one Ordinary Share in issue was
transferred to the Investment Manager on 28 April 2006 and purchased by the
Company on June 15, 2006 for $1.00 and was immediately cancelled.
On 6 June 2006, the Board resolved that up to 56,250,000 Ordinary Shares would
be allotted at a placing price of $2.00 per Ordinary Share at, but conditional
upon, Admission. The Ordinary Shares' ISIN number is KYG9361X1043.
Issued and fully paid 30/06/2006
Issue of shares during the period 112,500,000
Redemption of shares during the period 0
Balance at 30 June 2006 112,500,000
Subject to relevant provisions of Cayman Island's law and the articles of
incorporation, the Company may from time to time by not less than 30 calendar
days' notice to the Shareholders redeem all or any portion of the Shares held by
the Shareholders at the redemption price denominated in USD. The holders are
entitled to receive all dividends declared and paid by the fund. Upon winding
up, the holders are entitled to a return of capital based on the net asset value
per share of the Fund.
5. CASH AND CASH EQUIVALENTS
The Fund did not have any cash equivalents at the balance sheet date.
6. INTEREST INCOME (in USD)
30/06/2006
Interest income arises from:
Bank interest income 358.563
358.563
7. RELATED PARTY TRANSACTIONS
Investment Management fees
The Manager is entitled to an investment management fee of 2% per annum on the
monthly net assets under management. The fee is payable monthly and in advance
and is calculated by reference to the Valuation Date at the end of the preceding
month.
The charges for the period for the Investment Management fee were USD 89,917.
The Company will pay to the Investment Manager a performance bonus each year at
the rate of 20% of the annual increase in Net Asset Value over the higher of an
annualised hurdle rate of 5% or based on a 'high water mark' requirement as
defined in the placing memorandum.
No performance bonus was paid during the period.
Directors fees
The Board will determine the fees payable to each Director, subject to a
maximum aggregate amount of $250,000 per annum being paid to the Board as a
whole. The Company will also pay reasonable expenses incurred by the Directors
in the conduct of the Company's business including travel and other expenses.
The Company will pay for directors and officers liability insurance coverage.
The charges for the period for the Directors fees were USD 42,667.
8. CUSTODIAN FEES
The custodian will receive a fee of 0,26% per annum of the value of the assets
held by it. The custodian will also charge fees for transactions and entitled to
charge their out-of-pocket and any third party expenses.
The charges for the period for the Custodian fees were USD 13,852.
9. ADMINISTRATION AND ACCOUNTING FEES
The Administrator will receive a fee of 0.1% per annum calculated on the basis
of the net assets of the Company during the last half year, with fee payable at
the end of each half year, subject to an annual minimum amount of 100.000 USD
per annum.
The charges for the period for the Administration and Accounting fees were USD
5,328.
10. FORMATION EXPENSES
The AIM Admission Documents states: All fees and expenses of the Placing and
Admission, which will include the fees of the Custodian and Administrator,
Admission fees, the fees of and expenses in respect of the incorporation of the
Company and the fees of the professional advisors in respect of the preparation
of the placing memorandum and all other ancillary documentation, will be paid
out of the gross Placing proceeds.
The costs and expenses of, and incidental to, the incorporation of the Company,
The Placing and Admission will be borne by the Company and will be approximately
USD 4.6 million.
11. CONTROLLING PARTY
The Directors are not aware of any ultimate controlling party as at 30 June
2006.
12. FAIR VALUE INFORMATION
For certain of the Fund's financial instruments not carried at fair value, such
as cash and cash equivalents, debtors, prepaid expenses and accrued income and
creditors and accrued charges, the carrying amounts approximate fair value due
to the immediate or short term nature of these financial instruments.
Other financial instruments are measured at fair value on the statement of the
net assets attributable to holders of redeemable shares.
Fair value estimates are made at a specific point in time, based on market
conditions and information about the financial instrument. These estimates are
subjective in nature and involve uncertainties and matters of significant
judgement and therefore, cannot be determined with precision. Changes in
assumptions could significantly affect the estimates.
The above financial information does not constitute statutory accounts. The
information for the period has been extracted from the statutory accounts of the
Company for the period ended 30 June 2006 which have been audited by the
Company's auditors, KPMG (Luxemburg), and whose report thereon is unqualified.
This information is provided by RNS
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