Publication of Circular and Notice of EGM

RNS Number : 3636J

VietNam Holding Limited

02 April 2015

 



2 April 2015

VietNam Holding Limited ("VNH" or the "Company")

Proposed bonus issue of warrants

Publication of circular and notice of extraordinary general meeting

Introduction

On 9 March 2015 the Company announced that the Board of VNH (the "Board") intended to recommend that the Company make a bonus issue of warrants ("Warrants") to VNH shareholders ("Shareholders") on a pro rata basis of one Warrant for every three ordinary shares of US$1 each in the Company ("Shares") held (the "Bonus Issue").

Further to that announcement, the Company today announces the publication of a circular to Shareholders (the "Circular"), which sets out the reasons for and details of the Bonus Issue and contains a notice (the "Notice") convening an extraordinary general meeting of the Company (the "EGM") at which, inter alia, Shareholder authorisation for the Bonus Issue will be sought.

The Bonus Issue

The principal terms of the Bonus Issue are expected to include the following:

·      one Warrant to be issued for every three Shares held by eligible Shareholders on the record date of the Bonus Issue (subject to certain regulatory restrictions referred to below);

·      the Warrants will be exercisable on the following dates: (i) around 12 months from the date of issue, (ii) around 18 months from the date of issue or (iii) upon the maturity of the Warrants, which is currently expected to be 24 months from the date of issue;

·      the exercise price of the Warrants will be equal to the Company's net asset value per Share as at 31 March 2015, which is estimated by the Company to be US$ 1.998;

·      the Warrants will be transferable and application will be made for the Warrants to be admitted to trading on the AIM Market of the London Stock Exchange; 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.

The Warrants will be subject to eligibility requirements on issue. Such requirements are resultant from pre-existing securities law restrictions applicable to certain jurisdictions such as the United States of America and also as a result of recent regulatory changes in the European Economic Area ("EEA").

In particular, it is intended that the Bonus Issue will not be extended to, and the Warrants will not be issued to and may not subsequently be exercisable by, Shareholders in EEA member states (subject to certain likely exceptions including the United Kingdom) where the issue to such Shareholders would or may be likely to be considered to comprise marketing of securities by local regulators and would not be permissible by the Company as a non-EEA Alternative Investment Fund managed by a non-EEA Alternative Investment Fund Manager without the satisfaction by the Company and the Investment Manager of potentially costly, complex, impractical and/or time consuming pre-conditions

Notwithstanding the above, the Company will reserve the right to permit any Shareholder to take up Warrants under the Bonus Issue if the Company, in its sole and absolute discretion, is satisfied that the transaction in question is exempt from, or not subject to, the applicable restrictive legislation or regulations.

The full terms of the Warrants will be set out in a Prospectus expected to be published by the Company in May 2015 if Shareholders approve the Bonus Issue at the EGM. The Warrants will be issued shortly after such publication.

The EGM

The EGM is to be held at 4.00 pm (Central European Time) on 23 April 2015 at the Glarnischhof Hotel, Claridenstrasse 30, Zurich, Switzerland.

At the EGM, resolutions will be proposed: (1) to authorise the Bonus Issue; and (2) to amend the Company's Articles of Association ("Articles"), as follows:

·           Resolution 1, which will be proposed as an ordinary resolution will, if passed by Shareholders, authorise the Board to conduct the Bonus Issue and issue the Warrants on such terms as it thinks fit, subject, inter alia, to the maximum number of Warrants to be issued being one Warrant for every three Shares in issue on the record date of the Bonus Issue; and

·           Resolution 2, which will be proposed as a special resolution will, if passed by Shareholders, amend the Articles to defer the continuation vote which is currently scheduled to take place at the Annual General Meeting of the Company in 2016 until the Annual General Meeting of the Company in 2018. The Board is of the opinion that the certainty of at least three years of ongoing operations for the Company will provide the best structure from which to optimise the benefits of the Bonus Issue.

In the event that Resolution 2 is passed then the Board has determined that the life of the Warrants will be approximately 24 months from the date of issue. If Resolution 2 is not passed, then the life of the Warrants will be shortened to around 18 months from the date of issue or such shorter period as the Board may determine, so that they expire before the continuation vote of the Company to be presented at the Annual General Meeting in 2016 in accordance with the current Articles.

General

The Circular will be sent to Shareholders today. A Form of Proxy for use in connexion with the EGM will accompany the Circular.

A copy of the Circular is available on the Company's website at www.vietnamholding.com. Hard copies of the Circular are available from the offices of VietNam Holding Asset Management (Schweiz) AG, Gartenstrasse 19, CH-8002 Zurich, Switzerland.

For further information please contact:

VietNam Holding Asset Management Limited	Tel: [phone]
Gyentsen Zatul - Investor Relations
Altium Capital Limited (Nominated Adviser)	Tel: [phone]
Tim Richardson / Declan O'Connor
Winterflood Investment Trusts (Broker)	Tel: [phone]
Joe Winkley / Neil Langford
Buchanan Communications	Tel: [phone]
Charles Ryland / Sophie McNulty

About VNH

VNH is a closed end fund listed on the AIM Market of the London Stock Exchange and the Entry Standard Market of the Frankfurt Stock Exchange. VNH's portfolio is actively managed by VietNam Holding Asset Management Limited, an investment management company with offices in Ho Chi Minh City and Zurich, which specializes in the development and management of Vietnamese equity funds.

 

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