Investment Management Arrangements

RNS Number : 6636S

VietNam Holding Limited

27 June 2018

 

Vietnam Holding Limited

("VNH" or the "Company")

Investment Management Arrangements

Vietnam Holding Limited ("VNH" or the "Company") (AIM: VNH), is pleased to announce that on 26 June 2018 it entered into a new investment management agreement with Dynam Capital Limited ("Dynam Capital"), and has also reached a settlement with the previous manager VietNam Holding Asset Management Limited ("VNHAM").

New Investment Management Agreement with Dynam Capital

The Company has entered into an investment management agreement with Dynam Capital, a Cayman Islands incorporated company (the "Investment Manager"). Dynam Capital is led by Vu Quang Thinh, formally VNHAM's Chief Executive Officer, and Craig Martin (full biographies below).

The change in investment manager will take effect from 16 July 2018. In the interim, Craig Martin will sit on the VNHAM Investment Committee to ensure an orderly handover of portfolio management duties.

Fees

The Company shall pay to the Investment Manager a management fee of 1.5% of Net Assets up to and including US$300 million; 1.25% of Net Assets above US$300 million up to and including US$600 million; and 1% of Net Assets that exceeds US$600 million.

The Company shall also pay an incentive fee of 12% of the excess performance in each financial year of the Company over an 8% compound hurdle, starting with the high water mark as of 30 June 2018 (or, if higher, the high water mark under the Company's investment management agreement with VNHAM), capped at 3% of NAV in any financial year. The incentive fee is payable 50% in cash and 50% in shares issued at the higher of NAV or closing mid-market price at the financial year end. Half of those shares will be locked up for 12 months, and the remainder will be locked up for 24 months.

Termination

The Investment Manager's appointment shall commence on 16 July 2018 and shall, subject to certain customary termination clauses, continue until terminated by either party giving to the other not less than 6 months' notice in writing, with such notice not to expire earlier than 16 July 2020.

VNHAM Settlement Agreement

VNH has entered into a deed of termination and settlement ("Settlement Agreement") of the investment management agreement ("IMA") with VNHAM. The IMA shall be terminated with effect from 15 July 2018.

Under the Settlement Agreement VNHAM will be paid the regular management fee until 15 July 2018; the contractual incentive fee for the financial year ended 30 June 2018 and a payment of $1.059m in respect of all other claims. The deferred incentive fee in respect of the year 2016/17, which was $1.044m and has been fully provided in the VNH NAV since the beginning of the year, has been cancelled and will be released back into the NAV. As a result, the settlement will have no net impact on the NAV.

Sean Hurst, Chairman of the Company, commented:

"We would like to thank shareholders for their patience over the past few months as the Board has worked to implement the results of its ongoing strategic review.

"Today we have reached a settlement agreement with the former manager, VNHAM, that has minimal impact on the NAV of the Company. We would like to thank the former manager for their professional approach throughout the negotiations and for co-ordinating an orderly handover with Dynam Capital.

"We are delighted to enter into a new management agreement with Dynam Capital, led by Craig Martin and Vu Quang Thinh, whose value approach to investing will continue to be the core investment strategy of the Company going forwards. The new investment management arrangement is on better commercial terms for VNH with a fee structure that aligns the Investment Manager with the interests of all shareholders."

finnCap Ltd Nominated Adviser and Broker	Tel: [phone]
Stuart Andrews/William Marle/Giles Rolls

About Dynam Capital Limited's management team:

Vu Quang Thinh, Dynam Capital's Chief Executive Officer and Portfolio Manager

Mr. Thinh has over 30 years' business experience including 14 years in asset management and more than 12 years in corporate restructuring and management consulting. He joined VNHAM in 2011 as CEO, and in 2014, he was appointed to the Board of VNHAM. Before joining VNHAM, he served as Chief Executive Officer of a local asset management company. Previously, he was managing partner of MCG Management Consulting, which he founded and led through numerous high-level assignments for both global and local companies. Prior to founding MCG, he was head of the management consulting practice of KPMG Vietnam where he did extensive restructuring work with several State Owned Enterprises. Mr. Thinh currently is the Chairman of Vietnam Institute of Directors. 

Mr. Thinh holds an MBA from Washington State University, and a BS degree in Mathematical Economics from the Hanoi National Economic University.

Craig Martin, Dynam Capital's Executive Chairman

Mr. Martin has over 25 years of business building, investment experience and fund management in emerging markets. He has lived and worked in Southeast Asia since 1993, living in Cambodia (seven years), Vietnam (five years) and Singapore (thirteen years), and has invested in many sectors across Asia.  Until early 2018 Mr. Martin was co-CEO of CapAsia, a Singapore headquartered private equity fund manager, focussing on investments in Asia's emerging markets. He joined CapAsia in 2010, and served on the boards of companies in Thailand, Malaysia, Philippines, Vietnam, Singapore, Indonesia and Pakistan. Prior to CapAsia, Mr Martin was Head of Private Equity for Prudential Vietnam (now Eastspring), and previously part of the founding management team at Standard Chartered Private Equity.

Mr. Martin has a Masters of Engineering from the University of York, UK and a MBA with Distinction from INSEAD, and is a member of the Singapore Institute of Directors. He is an Executive Director of Myanmar Investments Limited, an AIM quoted company investing in Myanmar, and a non-executive director of several private companies. He is also a non-executive Director of Exceed Social Enterprises, a subsidiary of a UK charity focussed on providing Orthotic and Prosthetic services and devices to patients in developing countries.

The information contained within the announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain

 

END

 

 

UPDSEDFIMFASEIM