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
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