Notice of EGM

RNS Number : 4417S

VinaCapital Vietnam Opp. Fund Ld

19 May 2009

 



19 May 2009

VinaCapital Vietnam Opportunity Fund Limited

Notice of EGM

VinaCapital Vietnam Opportunity Fund Limited ('VOF' or the 'Company'), the closed-end investment company admitted to trading on AIM, today announces that an extraordinary general meeting ('EGM') will be held at 11.00 am (Hong Kong time) on Wednesday 17 June 2009 at the offices of the Pacific Alliance Group at 3rd Floor, St. John's Building, 33 Garden Road, Central, Hong Kong. The Company has today sent a circular to shareholders (the 'Circular') detailing the resolutions that will be put to shareholders for their approval at the EGM.

At the Company's last extraordinary general meeting held on 21 October 2008, all of the proposed resolutions were approved by shareholders save for the following two resolutions: the authority to establish a permanent share buy back mechanism and a first time increase in the amount available to compensate the Company's independent, non-executive directors. The board of directors of the Company (the 'Board') and VinaCapital Investment Management Ltd., the Company's investment manager (the 'Investment Manager') continue to believe it is important for the Company to take these actions as they are in the best interests of Shareholders. As such, the Board is convening the EGM to present these specific resolutions for shareholder consideration and approval. Furthermore, the Board would specifically like to point out that the proposal in relation to directors' compensation has, with the agreement of the Investment Manager, been modified so that, if passed, the resolution will have no material financial effect on the Company.

The resolutions that will be proposed at the EGM are as follows:

1. Amending the articles of association of the Company (the 'Articles') to establish a permanent share buy-back mechanism that is exercisable within specified limits. The Board believes this general authority will give greater flexibility to the Company in the timing of any future share buy-backs allowing it to react more quickly to market movements and actively manage any discount that may arise in the future between the quoted price of the shares and their underlying net asset value.

2. A first time increase in the amount available to compensate the Company's independent, non-executive directors from the current total aggregate of US$60,000 per annum to an aggregate total amount of US$300,000 for independent directors as a group during any fiscal year. At present, only the independent, non-executive directors of the Company (three of the five members of the Board) are compensated.  The Board believes the Company must be allowed to compensate its independent directors adequately in order to ensure the Company attracts and retains high quality leadership which is in the best interests of all shareholders. The Company (i) has considered the increased responsibilities and workload of the directors since VOF's inception in 2003; (ii) has considered the anticipated need to add a fourth independent director to comply with the AIM Rules for Investment Companies; and (iii) has compared the current remuneration level against amounts currently provided to independent directors of other AIM investment companies of similar size and stature. Based upon this analysis, the Company has determined that the current compensation for the Company's independent, non-executive directors is inadequate and unnecessarily exposes the Company to significant risk. 

The Board recognize that in these challenging times, it is difficult to support increased costs for any business. Consequently, it has been agreed that the Company's investment manager, VinaCapital Investment Management Ltd., will reduce the annual management fee it receives from the Company by an amount equal to the difference between the amount actually paid to the independent directors (following an adjustment of the independent directors' fees) and US$60,000 (the cap currently set out in the Articles). This will mean the increase in compensation for the Company's independent, non-executive directors will not result in any additional cost to the Company.

The Board, whose beneficial or controlled holdings collectively total 3,400,859 ordinary shares, will be voting in favour of all resolutions at the EGM. The Board considers the proposals outlined in the Circular to be in the best interests of the Company and recommends that shareholders vote in favour of the resolutions at the EGM. 

The Circular sets out the background to and reasons for the proposals and explains what shareholders should do next. A copy of the Circular together with a copy of the Company's amended Articles will also shortly be available on the Company's website (www.vietnam-opportunity-fund.com).

Enquiries:

Ms Chi Nguyen VinaCapital Investment Management Limited  Investor Relations	[phone] [e-mail]
Philip Secrett Grant Thornton UK LLP Nominated Adviser	[phone] [e-mail]
Hiroshi Funaki LCF Edmond de Rothschild Securities Broker	[phone] [e-mail]
David Cranmer Financial Dynamics Public Relations	[phone] [e-mail]

 

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