Interim Results
Vietnam Opportunity Fund Limited
31 March 2008
31 March 2008
Vietnam Opportunity Fund Limited
Interim Results
Vietnam Opportunity Fund Limited (the 'Company' or 'VOF'), the AIM-quoted
investment vehicle established to target key growth sectors that support
Vietnam's growing economy such as financial services, property development,
consumer goods for domestic consumption, and healthcare services, today
announces it's interim results for the six months ended 31 December 2007 ('the
Period').
Financial highlights
• Profit before tax for the Period USD 37.4 million
• VOF's cash position at the end of December is approximately 16% of
total NAV
• Basic earnings per share USD 0.15 for the Period
• Cash and cash equivalents as at 31 December 2007 of USD 70.1 million
• Net asset value at 31 December USD 1.13bn representing USD 3.49 per share
• Successful completion of the Company's seventh round of fundraising in
November 2007 raising US$272,179,589, upon the issue of 73,961,845 new
ordinary shares at US$3.68 per share
Operational highlights
• Key investments during the period:
o Phu Nhuan Jewelry (PNJ). PNJ has grown to be one of the two strongest
brands in the Vietnamese jewelry market, with about 18% to 24% market
share. PNJ has defined its products into a broad range to serve customers
within a wide income range and gain elasticity of demand.
o Masan Culinary Goods Company. Masan has consistently achieved a
double-digit growth rate since it was established in 2003. Masan strives to
be the number one player in the Vietnamese culinary segment, with over 30%
market share.
o Saigon Pearl SSG. SSG is a real estate company that owns many strategic
locations in central Ho Chi Minh City, for example the 103,000 sq.m Saigon
Pearl project next to the Saigon River; which is the most luxurious
residential project in the city and is projected to generate significant
profit in the coming years.
o DIC Corporation. DIC specialises in investing into and developing real
estate and technical infrastructure for urban areas, industrial zones,
hi-tech zones and new economic zones.
o Intresco. Established in 2000 and privatised in 2001, Intresco is a real
estate company specialising in residential and office building development.
Intresco acquired land in good locations (inner Ho Chi Minh City) at
inexpensive prices many years ago - an advantage many real estate companies
don't have.
o Khang Dien Housing. Khang Dien Housing went public in 2007, five years
after being established. The company has been able to acquire sites at
strategic locations along the future Saigon-Dau Giay National Highway and
two Ring Roads.
o IndoChina Food Industries (NIVL Sugar Co). IndoChina Food Industries is the
special purpose vehicle that holds NIVL Sugar Joint Stock Company, formerly
known as Nagarjuna Sugar Company. Founded in 1995, NIVL is one of the
longest running and most successful foreign-managed sugar companies in
Vietnam.
o BCCI. Established in 1999 as a state-owned real estate trading and
development company. Privatised in 2000, the company has won awards for the
construction of the Le Minh Xuan and Phong Phu industrial parks.
• Successful listing of four deals which resulted in improved valuations:
Hoa Phat Group, Phu My Fertiliser, Tay Ninh Rubber, and Dong Phu Rubber.
Commenting, Andy Ho, Managing Director & Head of Investment:
'We are pleased to report another set of strong results. VOF has been very
active throughout the six months ending 31 December 2007. We successfully closed
our seventh fundraising round with USD 272 million in November 2007 and I am
pleased to report that the deployment of these funds is rapidly progressing as
planned.
The returns displayed by the majority of the Company's investments provide solid
grounds to believe that VOF will continue to provide shareholder value.
Furthermore, the overall environment for private equity in Vietnam remains good
and I look forward to reporting to you on developments as they occur.'
Enquiries:
Ms Chi Nguyen +84 8 821 9930
VinaCapital Investment Management Limited chi.nguyen@vinacapital.com
Investor Relations
Philip Secrett +44 20 7383 5100
Grant Thornton Corporate Finance philip.j.secrett@gtuk.com
Nominated Adviser
Hiroshi Funaki +44 20 7845 5960
LCF Edmond de Rothschild Securities funds@lcfr.co.uk
Broker
David Cranmer +44 20 7831 3113
Financial Dynamics david.cranmer@fd.com
Public Relations
Notes to Editors:
Vietnam Opportunity Fund Limited (AIM: VOF) (the 'Company'), is a closed-end
fund traded on the AIM Market of the London Stock Exchange plc. Launched in
September 2003, the Company focuses on the key growth sectors of the domestic
economy including financial services, retail, consumer goods, tourism, property,
infrastructure, and technology. It makes equity and debt investments in listed,
OTC-traded, and private companies, and participates in the privatization of
state-owned companies.
More information about the Company can be found at the Company's website at
www.vietnam-opportunity-fund.com
Chairman's Statement
We are pleased to present the half-year financial statements of Vietnam
Opportunity Fund ('the Company', AIM: VOF) for the six months ended 31 December
2007.
Vietnam's economy has grown rapidly since admission to the World Trade
Organisation and in 2007 foreign direct investment (FDI) reached a record USD 20
billion, to go along with GDP growth of 8.5 percent. However, a decade of
continued GDP growth of over 7 percent annually has created stresses and strains
on the economy that have emerged in the latter part of the year.
Inflation, by the end of 2007, had become the government's main economic policy
concern. The CPI increased 12.6 percent for the year, sparking concern that
inflation was a threat to continued growth. The capital markets began a noted
decline in the second half of 2007 after the VN Index peaked in March. The Index
fell 9.6 percent from July 1 to the end of December (although still recording a
very respectable 23.3 percent rise for the full year). Inflation was not the
only problem - the overpriced equitisation of several major State-owned
enterprises resulted in market sentiment turning sour.
Despite the difficult second half, the period saw stellar results for the
Vietnam Opportunity Fund, particularly compared to the broader market. The net
asset value increased from USD 3.22 per share at end June to USD 3.49 per share
at the end of December (a rise of 8.4 percent, resulting in a 37.4 percent gain
for the 2007 calendar year).
There were many factors behind this success, including several profitable
private equity deals. VOF continues to benefit from its diversified, total
market approach, ending 2007 with 66.7 percent of assets in the capital markets
(listed and OTC), 12.4 percent in real estate, 4.8 percent in private equity and
16.1 percent in cash (much of that held for future private equity deals).
As 2008 starts, the market is nervous about external factors including the
subprime lending crisis in the US and domestic factors like inflation and an
emerging credit crunch. We expect the next six months will be a difficult period
for the market, but we remain confident in the mid to long-term prospects of VOF
and the many excellent companies in which we are invested.
Thank you for your continued support.
William Vanderfelt
Chairman
Vietnam Opportunity Fund
28 March 2008
Condensed interim balance sheet
31 December 2007 30 June 2007
USD'000 USD'000
ASSETS
Non-current
Investment property - 15,756
Property, plant and equipment 2,903 3,027
Investment properties under development 23,416 3,335
Investments in associates 88,871 69,177
Other long-term investments 13,354 1,954
Loan receivables 41,477 41,460
Prepayment for operating lease 1,949 1,971
Other non-current assets 122 129
Goodwill 1,753 1,753
173,845 138,562
Current
Inventories 4,947 4,755
Receivables from related parties 19,318 1,020
Trade and other receivables 23,373 26,114
Financial assets at fair value through 799,421 624,575
profit or loss
Held to maturity investments 20,847 47,941
Deposits for acquisitions of investments 6 85,044 10,442
Cash and cash equivalents 70,107 71,377
1,023,057 786,224
Total assets 1,196,902 924,786
31 December 30 June
2007 2007
Notes USD'000 USD'000
EQUITY
Equity attributable to shareholders
Share capital 7 3,246 2,506
Additional paid-in capital 8 722,425 459,151
Revaluation reserve 27,104 17,717
Translation reserve (3,011) (664)
Retained earnings 382,841 342,954
1,132,605 821,664
Minority interests 25,566 22,138
Total equity 1,158,171 843,802
LIABILITIES
Current liabilities
Payables to related parties 18,062 4,790
Trade and other payables 14,920 75,016
Short-term borrowing 5,425 -
Other liabilities 324 1,178
Total liabilities 38,731 80,984
Total equity and liabilities 1,196,902 924,786
Net assets per share ($ per share) 3.49 3.28
Condensed interim statement of changes in equity
Equity attributable to equity holders of the Group
Share Additional Translation Revaluation Retained Minority Total
capital paid-in reserve reserve earnings interests equity
capital
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
1 July 2006 1,226 164,950 - - 78,787 14,084 259,047
Profit for the period
ended 31 December 2006 - - - - 105,524 - 105,524
Other adjustments - - - - (10,441) (14,084) (24,525)
Total gain/(loss)
for the period - - - - 95,083 (14,084) 80,999
Issue of new shares 1,280 303,340 - - - - 304,620
Placement fee - (9,139) - - - - (9,139)
31 December 2006 2,506 459,151 - - 173,870 - 635,527
1 July 2007 2,506 459,151 (664) 17,717 342,954 22,138 843,802
Currency translation - - (2,347) - - (2,347)
Profit for the period
ended 31 December 2007 - - - - 39,887 (2,462) 37,425
Total gain/(loss)
for the period - - (2,347) - 39,887 (2,462) 35,078
Issue of new shares 740 271,439 - - - - 272,179
Placement fee - (8,165) - - - - (8,165)
Acquisition of - - - - - 5,890 5,890
subsidiaries
Revaluation reserves - - - 9,387 - - 9,387
31 December 2007 3,246 722,425 (3,011) 27,104 382,841 25,566 1,158,171
Condensed interim statement of income
Note Half-year ended
31 December 2007 31 December 2006
USD'000 USD'000
Revenue 6,592 -
Cost of sales (5,197) -
Gross profit 1,395 -
Other income 382 118
Administration expenses 9 (13,155) (6,140)
Other operating expenses (302) (519)
Other net changes in fair value of financial assets 10
at fair value through profit or loss 41,893 108,048
Profit from operations 30,213 101,507
Financial income 5,666 4,937
Finance costs (4,572) (920)
Share of profit of associates, net 6,118 -
7,212 4,017
Profit before tax 37,425 105,524
Income tax 11 - -
Net profit 37,425 105,524
Attributable to shareholders 39,887 105,524
Attributable to minority interests (2,462) -
Earnings per share - basic and diluted
($ per share) 12 0.15 0.67
Condensed interim statement of cash flow
Half-year ended
31 December 2007 31 December 2006
USD'000 USD'000
Operating activities
Net profit before tax 37,425 105,524
Adjustment for:
Depreciation and amortisation 350 -
(Gain) on revaluation of financial assets (44,254) (100,630)
Loss/(gain) on disposal of financial assets 3,672 (8,339)
Share of associates' profits (6,118) -
Unrealised foreign exchange (gain) (4,894) (920)
Interest and dividend income (5,116) (4,016)
Net loss before changes in working capital (18,935) (8,381)
Change in trade and other receivables (90,249) (42,298)
Change in inventories (193) -
Change in trade and other payables (41,788) (11,621)
(151,165) (62,300)
Investing activities
Interest received 2,461 3,037
Dividends received 2,655 929
Purchases of property, plant and equipment and other (4,429) -
non-current assets
Acquisition of a subsidiary, net of cash (4,190) 2,128
Purchases of financial assets (213,826) (95,214)
Proceeds from disposals of financial assets 100,150 46,994
Loan provided (18) (5,033)
(117,197) (47,159)
Financing activities
Capital contributions 264,014 295,480
Loan proceeds 5,426 -
269,440 295,480
Net increase in cash and cash equivalents for the period 1,078 186,021
Cash and cash equivalents at the beginning of the period 71,377 24,251
Effects of fluctuations in foreign exchange rates (2,348) -
Cash and cash equivalents at end of the period 70,107 210,272
Notes to the condensed interim Financial Statement
1 General information
Vietnam Opportunity Fund Limited is a limited liability company incorporated in
the Cayman Islands. The registered office of the Company is PO Box 309GT, Ugland
House, South Church Street, George Town, Grand Cayman, Cayman Islands. The
Company's primary objective is to undertake various forms of investment
primarily in Vietnam and Cambodia, Laos and Southern China. The Company is
listed on the AIM Market of the London Stock Exchange under the ticker symbol
VOF.
The condensed interim financial statements for the half-year ended 31 December
2007 were approved for issue by the Board of Directors on 28 March 2008.
2 Basis of preparation of condensed interim financial statements
The condensed interim financial statements for the half-year ended 31 December
2007 are condensed interim financial statements that have been prepared in
accordance with International Accounting Standard 34, 'Interim Financial
Reporting'.
The condensed interim financial statements do not include all the notes of the
type normally included in an annual financial report. Accordingly, this report
is to be read in conjunction with the annual financial statements for the year
ended 30 June 2007.
The revenue, cost of sales and a large proportion of expenses in the condensed
interim statement of income result from the consolidation of the Group'
operating subsidiaries.
The condensed interim financial statements are presented in United States
Dollars.
3 Accounting policies
The accounting policies adopted are consistent with those of the previous
financial year and corresponding interim report, as described in the annual
audited financial statements for the year ended 30 June 2007.
4 Segment reporting
Segment information is presented in respect to the Group's investment and
geographical segments. The primary reporting format, investment segments, is
based on the investment manager's management and monitoring of investments.
Investments are allocated into four main segments: capital markets, private
equity, real estate (including real estate related loans) and cash (including
term deposits and bonds). The Group's secondary reporting format, geographical
segments, includes Vietnam and the regions outside Vietnam.
Half-year ended 31 December 2007 Half-year ended 31 December 2006
Vietnam Outside Total Vietnam Outside Total
Vietnam Vietnam
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
Income
Capital markets 51,446 (6,899) 44,547 108,048 - 108,048
Private equity 8,381 - 8,381 118 - 118
Real estate 4,712 - 4,712 - - -
Cash 2,586 425 3,011 3,774 1,163 4,937
67,125 (6,474) 60,651 111,940 1,163 113,103
31 December 2007 30 June 2007
Vietnam Outside Total Vietnam Outside Total
Vietnam Vietnam
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
Total assets
Capital markets 781,013 20,264 801,277 582,940 31,444 614,384
Private equity 37,524 - 37,524 26,015 - 26,015
Real estate 182,103 - 182,103 161,212 - 161,212
Cash 140,632 35,366 175,998 121,627 1,548 123,175
1,141,272 55,630 1,196,902 891,794 32,992 924,786
To determine the geographical segments for financial instruments the following
rules have been applied:
• Listed shares - place of primary listing;
• Unlisted shares - place of incorporation of the issuer;
• Private equity - place of incorporation of the issuer;
• Real estate - location of property; and
• Cash - place of deposit.
5 Subsidiaries and associates
Particulars of the Group's principal subsidiaries and associates are set out in
notes 7 and 11 of the annual financial statements for the year ended 30 June
2007.
The following subsidiaries and associates were newly set up or acquired during
the period:
PA Investment Opportunity II Limited
During the period, the Group subscribed to 15,350 shares (or a 66.44% interest)
in PA Investment Opportunity II Limited which is incorporated in the British
Virgin Islands. The principal activity of this Company is to invest in listed
and unlisted securities in Vietnam. The total cost of the subscription was
USD15,350,000, which was settled in cash.
Acquisition of Long Dien Project
On 25 October 2007, the Group acquired a 99% interest in Quoc Te Consultant
Company Limited which has a 16% interest in the Long Dien Project. The principal
activity of this project is to construct and develop an apartment building in
District 9, Ho Chi Minh City. The total cost of the acquisition was
USD2,336,711, which was settled in cash.
The fair value amounts recognised for each class of the acquiree's assets,
liabilities and contingent liabilities at the acquisition date were as follows:
Current assets USD'000 Current liabilities USD'000
Cash and cash equivalents 1,219 Trade and other payables -
1,219 -
Non-current assets
Investment in associate 499
Investment properties 642 Minority interest 24
2,360 24
Acquisition of Phuoc Dien Project
On 25 October 2007, the Group acquired a 99% interest in Dien Phuoc Long Real
Estate Company Limited which has a 16% interest in the Phuoc Dien Project. The
principal activity of this project is to construct and develop an apartment
building and villas in District 9, Ho Chi Minh City. The total cost of the
acquisition was USD3,070,903, which was settled in cash.
The fair value amounts recognised for each class of the acquiree's assets,
liabilities and contingent liabilities at the acquisition date were as follows:
Current assets USD'000 Current liabilities USD'000
Cash and cash equivalents 2,653 Trade and other payables -
2,653 -
Non-current assets
Investment in associate 449 Minority interest 31
3,102 31
6 Deposits for acquisitions of investments
31 December 2007 30 June 2007
USD USD
Deposits for bid participation (*) 84,705 3,208
Deposits for investment projects 339 7,234
85,044 10,442
(*) As at 31 December 2007, the Group has deposited USD84.5 million to
participate in the bidding for unlisted securities in a bank in Vietnam.
7 Share capital
31 December 2007 30 June 2007
Number of shares USD'000 Number of shares USD'000
Authorised:
Ordinary shares of USD0.01 each 500,000,000 5,000 500,000,000 5,000
Issued and fully paid:
At 1 July 2007/ 1 July 2006 250,648,414 2,506 122,657,202 1,226
New shares issued in the period 73,961,845 740 127,991,212 1,280
At 31 December 2007/ 30 June 2007 324,610,259 3,246 250,648,414 2,506
8 Additional paid-in capital
Additional paid-in capital represents the excess of consideration received over
the par value of shares issued.
31 December 2007 30 June 2007
USD'000 USD'000
At 1 July 459,151 164,950
Additional paid-in capital during the period 271,439 303,340
Placement fee (8,165) (9,139)
At 31 December 2007/ 30 June 2007 722,425 459,151
9 Administration expenses
31 December 2007 31 December 2006
USD'000 USD'000
Performance fees - 2,302
Management fees 9,469 3,645
General administration expenses 3,589 130
Other expenses 97 63
13,155 6,140
10 Other net changes in fair value of financial assets at fair value through
profit or loss
31 December 2007 31 December 2006
USD'000 USD'000
Unrealised 37,621 99,710
Realised 4,272 8,338
41,893 108,048
11 Corporate income tax
Vietnam Opportunity Fund Limited is domiciled in the Cayman Islands. Under the
current laws of the Cayman Islands, there is no income, State, corporation,
capital gains or other taxes payable by the Company.
The majority of the Group's associates are domiciled in the British Virgin
Islands (BVI) and so have a tax exempt status. Some of the subsidiaries are
established in Singapore and have offshore operations in Vietnam. The income
from these offshore operations is also tax exempt. A small number of
subsidiaries are established in Vietnam and are subject to corporate income tax
in Vietnam, however no provision for corporate income tax has been made for
these Vietnamese subsidiaries of the Group for the half-year ended 31 December
2007 as they either incurred losses, have unutilised tax holidays, or have
sufficient carry-forward tax losses to offset any taxable income.
12 Earnings per share
(a) Basic
Basic earnings per share is calculated by dividing the profit attributable to
shareholders of the Group by the weighted average number of ordinary shares on
issue during the period.
31 December 2007 31 December 2006
Profit attributable to equity holders of the Company 39,887 105,524
(USD'000)
Weighted average number of ordinary shares on issue 265,851,682 158,210,316
Basic earnings per share ($ per share) 0.15 0.67
(b) Diluted
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. The Group has no category of potentially dilutive
ordinary shares. Therefore, diluted earnings per share is equal to basic
earnings per share.
13 Commitments
As at 31 December 2007, the Group is committed under lease agreements and
capital expenditure programs to pay the following future amounts:
31 December 2007 30 June 2007
USD'000 USD'000
Within one year 1,688 131
From two to five years 150 236
Over five years 1,362 1,287
3,200 1,654
14 Contingent liabilities
Performance fee
In accordance with the Investment Management Agreement between the Company and
the Investment Manager, the Investment Manager is entitled to receive a
performance fee in the event that the year end Net Asset Value is equal to or
greater than the higher of (i) the Net Asset Value on the date the Company was
admitted ('Admission date') to trading on AIM increased by a compounded annual
hurdle rate of 8 per cent (the 'Hurdle') or (ii) the year end Net Asset Value
for the last year in relation to which a performance fee became payable ('the
High Water Mark'). In the event that this condition is satisfied the Investment
Manager shall be entitled to a performance fee equivalent to 20 per cent of the
increased Net Asset Value to be paid as follows:
• 0 per cent of the increased Net Asset Value at or below the Hurdle;
• 100 per cent of the increased Net Asset Value above the Hurdle but
below a compounded annual rate of 10 per cent (the 'Catch-up'); and
• 20 per cent of all increased Net Asset Value above the Catch-up.
As at 31 December 2007 the Net Asset Value as at 30 June 2008 is uncertain. In
accordance with the above Investment Management Agreement, the performance fee
should be calculated and accrued on an annual basis. Therefore, the performance
fee has not been calculated and recorded in the interim financial information.
Taxation
Although the Company and a majority of its subsidiaries are incorporated in the
Cayman Islands and the British Virgin Islands where they are exempt from tax,
the Group's activities are primarily focused on Vietnam. In accordance with the
prevailing tax regulations in Vietnam, if an entity was treated as having a
permanent establishment, or as otherwise being engaged in a trade or business in
Vietnam, income attributable to or effectively connected with such permanent
establishment or trade or business may be subject to tax in Vietnam. As at the
date of this report the following information is uncertain:
• Whether the Company and/or its subsidiaries are considered as having
permanent establishments in Vietnam; and
• The amount of tax that may be payable, if the income is subject to tax.
The implementation and enforcement of tax regulations in Vietnam can vary
depending on numerous factors, including the identity of the tax authority
involved. The administration of laws and regulations by government agencies may
be subject to considerable discretion, and in many areas, the legal framework is
vague, contradictory and subject to interpretation. The Directors believe that
it is unlikely that the Group will be exposed to tax liabilities in Vietnam, and
in the worse case, if tax is imposed on income arising in Vietnam it will not be
applied retrospectively.
As at 31 December 2007, due to the uncertainties mentioned above, no liability
in relation to taxation has been recognised in the interim financial
information.
15 Subsequent events
As of the date of issuance of the interim financial information, the aggregate
fair value of the Group's financial assets at fair value through profit and loss
has fallen by USD277 million to USD522 million from the aggregate fair value as
of 31 December 2007 due to a general decline in listed share prices in Vietnam.
The management believes that the fall is temporary and consequently no
adjustment has been made in the interim financial information as at 31 December
2007 and for the period from 1 July 2007 to 31 December 2007. The details are as
follows:
Fair value
31 December 2007 28 March 2008 Movement
USD'000 USD'000 USD'000
Financial assets at fair value through profit
or loss:
Ordinary shares - listed 454,928 271,769 (183,159)
Ordinary shares - unlisted 329,130 234,910 (94,220)
Others 15,363 15,363 -
799,421 522,042 (277,379)
16 Comparative figures
The comparative figures for the condensed interim statements of income, cash
flow, statement of changes in equity and related notes for the period from 1
July 2006 to 31 December 2006 were not audited or reviewed by an independent
auditor as the interim financial statements were not required to be audited or
reviewed.
Copies of the interim report will be available, free of charge from the offices
of Grant Thornton Corporate Finance, 30 Finsbury Square, London EC2P 2YU or, the
offices of VinaCapital Investment Management Ltd, 17/F, Sun Wah Tower, Ho Chi
Minh City, Vietnam and can also be downloaded from the Company's website at
www.vietnam-opportunity-fund.com.
This information is provided by RNS
The company news service from the London Stock Exchange