TIDMVNH
RNS Number : 7857U
VietNam Holding Limited
27 November 2023
27 November 2023
VietNam Holding Limited
("VNH" or the "Company")
Correction to the announcement made at 07.00 (RNS number: 6691U
) on 27/11/2023:
This correction provides additional information on the operation
of the proposed Redemption Facility. The full corrected
announcement is as per below. All other information was correct
Continuation Vote and introduction of an annual redemption
facility
1 Introduction
The Company is pleased to announce that it has today convened
its annual general meeting for 21 December 2023, which includes its
5-yearly continuation vote, together with an extraordinary general
meeting to follow immediately after the AGM.
Having reached the end of the current five-year continuation
period, it is worth summarising the achievements of the Company
since the last continuation vote. The Board appointed Dynam
Capital, Ltd., as the Company's new Investment Manager in June
2018. In the period from June 2018 until 30 September 2023, the
Company's net asset value per share has risen 43 per cent.,
outperforming the Vietnam Index by 30 per cent. and the Vietnam All
Share Index by 20 per cent. Furthermore, the Company's average
discount is currently the narrowest of the three London listed
funds which invest in Vietnam. Finally, in the past five years the
Company has returned over $150 million to Shareholders through a
combination of tender offers and share buybacks.
Looking forward, your Board is recommending the Continuation
Resolution alongside an innovative redemption structure that will
give Shareholders an annual opportunity to realise their holding in
the Company at fair market value. The Board believes that this
modernisation of the closed-end fund structure should lead to a
narrower discount over time.
To this end the Board has today announced Proposals, subject to
Shareholder approval at the EGM convened for 21 December 2023 and
to the passing of the Continuation Resolution at the AGM also
convened for the same date, to introduce a Redemption Facility. The
Redemption Facility, if implemented, would enable qualifying
Shareholders to redeem some or all of their holding of Ordinary
Shares in the Company on an annual basis.
This announcement describes the Proposals for which the Board is
seeking the approval of Shareholders with further details set out
in the Circular sent to shareholders today which will shortly be
available on the Company's website, together with the reasons why
the Directors are recommending that Shareholders vote in favour of
the Resolutions to implement the Proposals.
The Circular convenes the EGM for the necessary Resolutions to
be voted on by Shareholders to give effect to the Proposals. The
Proposals are conditional on the passing of the Resolutions at the
EGM, to be held on 21 December 2023.
The Circular also convenes the Company's next AGM, also to be
held on 21 December 2023 immediately prior to the EGM. In addition
to the usual business to be considered at the AGM, this year's
meeting will consider the Continuation Resolution. In accordance
with the Company's Articles, the Board is required to seek
Shareholder approval at the AGM to be held in 2023 for the Company
to continue in existence for a further five years.
The Proposals are conditional on the passing of the Continuation
Resolution at the AGM. The Continuation Resolution is conditional
upon Shareholder approval of the Proposals described in the
Circular .
2 Background to the Proposals
Following consultation with Shareholders, the Board has
determined that it would be in the interests of Shareholders to
introduce the Redemption Facility. The facility should, subject to
the Directors' discretion in the operation of the facility, allow
those Shareholders who wish to realise some or all of their holding
in the Company for cash the opportunity to do so.
3 The Proposals
The key elements of the Proposals are that:
-- the rights of the Ordinary Shares be amended so as to allow
Shareholders to request the redemption of part or all of their
shareholding on an annual basis (the "Redemption Facility");
-- the Ordinary Shares be converted into shares that are
redeemable in accordance with the provisions of the New Articles
and applicable law, in order to facilitate the operation of the
Redemption Facility; and
-- the Articles be amended in order to implement the Proposals.
The first Redemption Point is expected to be on 30 September
2024. Shareholders should note that this will not be their only
opportunity to apply for redemption of their holding in the
Company. Subsequent opportunities will occur annually thereafter.
In addition, the Company anticipates that there will remain an
active secondary market in the Ordinary Shares.
The Appendix to this announcement sets out further details of
how the Redemption Facility will operate
4 Benefits of the Proposals
The Directors believe that the Proposals will provide the
following benefits to Shareholders:
-- the establishment of a mechanism by which Shareholders may be
able to dispose of some or all of their shareholding, should they
wish to do so, which is not dependent on the market liquidity of
the Ordinary Shares;
-- an additional mechanism to allow the Company to seek to
address, through share redemptions, buybacks and new issuance from
time to time, market imbalances in the supply of, and demand for,
the Ordinary Shares;
-- minimising the discount at which the Ordinary Shares trade
compared to NAV per Ordinary Share; and
-- an uplift in NAV per Ordinary Share for the Company and
continuing Shareholders as a result of the Redemption Charge
applied when Ordinary Shares are redeemed after being held for less
than 2 years.
5 The New Articles
In order to give effect to the Proposals, it will be necessary
to amend the Articles to include provisions relating to the
Redemption Facility and to provide that the Ordinary Shares are
redeemable.
A summary of the provisions in the proposed New Articles
relating to the Redemption Facility is set out in Part 2 of the
Circular.
A copy of the proposed New Articles, shown as a comparison
against the Company's existing articles, will shortly be available
for inspection on the Company's website and on the FCA's National
Storage Mechanism from the date of the Circular, and at the EGM for
the duration of the meeting and for at least 15 minutes prior to
the EGM.
In accordance with the Companies Law, the adoption of the New
Articles requires Shareholder approval at the EGM.
6 Dividend policy
If the Proposals are approved by Shareholders and the Redemption
Facility is implemented, it is expected that this will result in
the Company being treated as an "offshore fund" for the purposes of
UK taxation. UK resident Shareholders should note that the Company
expects to apply to HMRC for approval as a "reporting fund" for the
purposes of the Offshore Fund Rules, which would have consequences
that are discussed at paragraph 8 below and in Part 3 of the
Circular. For so long as it is a reporting fund, the Company
intends to make dividends to Shareholders at least equal to
reported income for each reporting period. Shareholders should note
that this cannot be guaranteed and the level of distributions for
any period remains a matter to be determined at the discretion of
the Board.
However, the Board does not expect to amend the formal dividend
policy of the Company which remains as stated in the prospectus
issued by the Company in 2018 and is restated below.
The Board may from time to time declare any such dividends to
Shareholders as appropriate. No dividend may be declared or paid
other than from funds lawfully available for distribution including
share premium. The Company's income from investments will be
applied first to pay the fees and other expenses of the Company.
The Company's net income (excluding capital gains), if any, may be
distributed to Shareholders, subject to retention of sufficient
funds to meet anticipated fees and other expenses and subject to
the ability to convert Dong income into foreign currency for
purposes of paying such dividends. Any dividends unclaimed after a
period of six years after having been declared will be forfeited
and revert to the Company. No dividend payable by the Company on or
in respect of any Ordinary Share will bear interest against the
Company.
To date, no dividends have been distributed by the Company.
7 The Takeover Code
Given the introduction of the Redemption Facility, and the
ability of the Company to conduct share buybacks, there are certain
considerations that Shareholders should be aware of with regard to
the Takeover Code.
Under Rule 9 of the Takeover Code, any person who acquires
shares which, taken together with shares already held by him or
shares held or acquired by persons acting in concert with him,
carry 30 per cent. or more of the voting rights of a company which
is subject to the Takeover Code, is normally required to make a
general offer to all the remaining shareholders to acquire their
shares. Similarly, when any person or persons acting in concert
already hold more than 30 per cent. but not more than 50 per cent.
of the voting rights of such company, a general offer will normally
be required if any further shares increasing that person's
percentage of voting rights are acquired.
Under Rule 37 of the Takeover Code when a company purchases its
own voting shares, a resulting increase in the percentage of voting
rights carried by the shareholdings of any person or group of
persons acting in concert will be treated as an acquisition for the
purposes of Rule 9 of the Takeover Code. A Shareholder who is
neither a Director nor acting in concert with a Director will not
normally incur an obligation to make an offer under Rule 9 of the
Takeover Code.
However, under note 2 to Rule 37 of the Takeover Code where a
shareholder has acquired shares at a time when he had reason to
believe that a purchase by the company of its own voting shares
would take place, then an obligation to make a mandatory bid under
Rule 9 of the Takeover Code may arise in certain circumstances.
The Redemption Facility and buyback powers could have
implications under Rule 9 of the Takeover Code for Shareholders
with existing significant shareholdings. The Redemption Facility
and buyback powers should enable the Company to anticipate the
possibility of such a situation arising. Where such a situation is
identified, the Board would seek to take steps to advise
accordingly any Shareholder(s) who might otherwise become obliged
to make a mandatory offer: to take appropriate action which may
include selling down an existing holding of Ordinary Shares in the
market, redeeming an existing holding of Ordinary Shares such that
the obligation to make an offer did not arise, or to taking such
other action as the Takeover Panel may decide. However, neither the
Company, nor any of the Directors, nor the Investment Manager will
incur any liability to any Shareholder(s) if they fail to identify
the possibility of a mandatory offer arising, or if having
identified such a possibility they fail to notify the relevant
Shareholder(s) or if the relevant Shareholder(s) fails to take
appropriate action.
8 Taxation
A general guide to certain aspects of the tax treatment for UK
resident Shareholders of redemptions of Ordinary Shares under the
Redemption Facility and of the consequences of the Company becoming
an "offshore fund" for the purposes of the Offshore Fund Rules can
be found in Part 3 of the Circular. This summary is intended only
as a general guide and does not constitute tax advice.
Shareholders are advised to consider their investment objectives
and their own individual financial and tax circumstances.
Shareholders should seek independent professional tax advice and
advice from their own independent financial adviser authorised
under the Financial Services and Markets Act 2000 as
appropriate.
9 Costs and expenses of the Proposals
The costs and expenses relating to the Proposals will be borne
by the Company. Such costs and expenses are expected be
approximately GBP150,000 (plus VAT where applicable).
It is intended that the costs and expenses of the operation of
the Redemption Facility will be borne by redeeming Shareholders, as
further described in paragraph 8 of Part 2 of the Circular.
10 The Board
Sean Hurst and Damien Pierron have decided to step down from the
Board at the AGM and will therefore not put themselves forward for
re-election. The Board extends their thanks to them for their
support and contribution to the development of VNH since their
appointment in 2017 and wishes them every success for the
future.
11 Annual General Meeting
Notices of the AGM, to be held at the offices of Stephenson
Harwood AARPI, 48 Rue Cambon, 75001 Paris, France at 10.00 a.m.
(Paris time) on 21 December 2023, and the EGM, to be held at the
same location and on the same date at 10.30 a.m. (Paris time), have
been despatched to Shareholders.
The business of the AGM will consist of the following
Resolutions, each of which is explained below.
Ordinary business
Resolutions 1 to 7 (inclusive) comprise the ordinary business of
the AGM and will each be proposed as an ordinary resolution.
-- The Directors are required to present the audited accounts,
Directors' report and Auditors' report for the year ended 30 June
2023 to the AGM. The Director's report and the audited accounts
have been approved by the Directors and the report of the Directors
has been approved by the Auditors. Resolution 1, therefore, is to
receive the audited accounts, Director's report and Auditors'
report for the year ended 30 June 2023 (the "2023 Annual
Report").
-- Resolution 2 is to approve the Directors' remuneration report
for the year ended 30 June 2023, as set out in the 2023 Annual
Report. The vote on this Resolution is advisory only and the
Directors' entitlement to remuneration is not conditional on its
being passed.
-- Resolutions 3 to 5 (inclusive) are to re-elect Hiroshi
Funaki, Philip Scales and Saiko Tajima as Directors, each of whom
shall retire in accordance with the Articles of the Company and
offer themselves for re-election at the AGM.
-- Resolution 6 concerns the re-appointment of KPMG Channel
Islands Limited, as the Company's Auditors.
-- Resolution 7 is to authorise the Directors to determine the
remuneration of KPMG Channel Islands Limited, in respect of their
appointment as the Company's Auditors subject to the passing of
Resolution 6 above.
Special business
Resolutions 8 to 10 (inclusive) comprise the special business of
the AGM. Resolutions 8 and 9 will be proposed as ordinary
resolutions and Resolution 10 will be proposed as an extraordinary
resolution.
Share Buyback Programme
-- Resolution 8 seeks authority for the Directors to continue to
be authorised to buy back Ordinary Shares in relation to the
Company's discount management programme. Any buyback of Ordinary
Shares will be subject to the conditions set out in Resolution
8.
The Board believes that maintaining the availability of the
Share Buyback Programme is in the best interests of Shareholders as
a whole and should continue to allow the Company to manage the
Ordinary Share price discount to NAV per Ordinary Share where the
Board considers this to be appropriate. The Board is proposing the
renewal of the buyback authority which will allow for the
repurchase of up to 14.99 per cent. of the Company's issued share
capital as at the date of the AGM. Shareholder approval will be
sought at each subsequent annual general meeting of the Company to
renew such authority, and potentially more frequently if such
authority is likely to be fully utilised sooner.
The Directors will only make such repurchases through the market
at prices (after allowing for costs) below the relevant prevailing
NAV per Ordinary Share under the guidelines established from time
to time by the Board. Purchases of Ordinary Shares may be made only
in accordance with applicable law, the Disclosure Guidance and
Transparency Rules and the Market Abuse Regulation.
The Board's current policy is to cancel any repurchased Ordinary
Shares.
Shareholders should note that the purchase of Ordinary Shares by
the Company is at the discretion of the Directors and is subject,
amongst other things, to the amount of cash available to the
Company to fund such purchases. Accordingly, no expectation or
reliance should be placed on the Directors exercising such
discretion on any one or more occasions.
Continuation Resolution
-- Resolution 9 is the Continuation Resolution that the Company
continue as currently constituted until such time as a further
continuation vote is required by the Articles. The next such vote
is expected in 2028. Resolution 9 is conditional upon the passing
of the EGM Resolutions .
Shareholders should note that the Proposals described in the
Circular are conditional upon the Continuation Resolution being
passed at the AGM. The Board recommends that Shareholders vote in
favour of the Continuation Resolution.
In the event that the Continuation Resolution is not passed, the
Board will be obliged under the Articles to, at an extraordinary
general meeting to be held within six months of the AGM, propose a
resolution either to wind up the Company or to implement a
reconstruction, amalgamation or other material alteration to the
Company or its activities or any other appropriate alternative
based on current circumstances as the Board thinks fit.
Disapplication of pre-emption rights on issue of Ordinary
Shares
-- Resolution 10 seeks authority for the Directors to disapply
pre-emption rights in respect of the allotment and issue to any
person or persons of further Ordinary Shares for cash, up to a
maximum that is equivalent to 10 per cent. of the Company's issued
share capital as at the date of the Circular plus any Ordinary
Shares that may be held in treasury from time to time.
THE BOARD RECOMMS THAT SHAREHOLDERS VOTE IN FAVOUR OF ALL 10
RESOLUTIONS TO BE PROPOSED AT THE AGM.
The quorum requirement for the AGM is two Shareholders present
in person or by proxy (or, in the case of a corporate Shareholder,
by a duly authorised corporate representative) and entitled to
attend and vote.
To be approved, each of the Resolutions 1-9 (inclusive), which
are being proposed as ordinary resolutions, must be passed by a
simple majority of the votes of Shareholders who vote in person or
by proxy or, in the case of a corporate Shareholder, by a duly
authorised corporate representative, at the AGM.
To be approved, Resolution 10, which is being proposed as an
extraordinary resolution, must be passed by a majority of not less
than 75 per cent. of the votes of Shareholders who vote in person
or by proxy or, in the case of a corporate Shareholder, by a duly
authorised corporate representative, at the AGM.
12 Extraordinary General Meeting
The implementation of the Proposals requires the approval of
Shareholders. A notice convening an Extraordinary General Meeting
of the Company, which is to be held at 10.30 a.m. on 21 December
2023 at the offices of Stephenson Harwood AARPI, 48 Rue Cambon,
75001 Paris, France , is set out in Part 6 of the Circular.
The Resolutions to be proposed at the EGM are as follows:
-- Resolution 1 is to approve amendments to the Articles to
incorporate the provisions relevant to the Redemption Facility.
Resolution 1 is conditional upon the passing of the Continuation
Resolution at the AGM.
-- Resolution 2 is to convert the Ordinary Shares into shares
that are redeemable in accordance with the provisions of the New
Articles and applicable law, in order to facilitate the operation
of the Redemption Facility.
Shareholders should note that the Continuation Resolution is
conditional upon the passing of the EGM Resolutions. The Board
recommends that Shareholders vote in favour of the EGM
Resolutions.
In the event that these EGM Resolutions are not passed, the
Continuation Resolution also shall not have been passed, in which
case the Board will be obliged under the Articles to, at an
extraordinary general meeting to be held within six months of the
AGM, propose a resolution either to wind up the Company or to
implement a reconstruction, amalgamation or other material
alteration to the Company or its activities or any other
appropriate alternative based on current circumstances as the Board
thinks fit.
The quorum requirement for the EGM is two Shareholders present
in person or by proxy (or, in the case of a corporation, by a duly
appointed representative) and entitled to attend and vote.
To be approved, Resolution 1, which is being proposed as a
special resolution, must be passed by a majority of not less than
75 per cent. of the votes of Shareholders who vote in person or by
proxy or, in the case of a corporate Shareholder, by a duly
authorised corporate representative, at the EGM.
To be approved, Resolution 2, which is being proposed as an
ordinary resolution and is conditional on the passing of Resolution
1, must be passed by a simple majority of the votes of Shareholders
who vote in person or by proxy or, in each case the case of
corporations, by their duly authorised representatives, at the
EGM.
13 Recommendation
The Directors consider that the Resolutions to be proposed at
the AGM and the EGM are in the best interests of the Company and
its Shareholders as a whole and recommend that you vote in favour
of them, as they intend to do in respect of their own beneficial
shareholdings which total 44,920 Ordinary Shares (representing 0.16
per cent. of the voting rights in respect of Ordinary Shares as at
the date of the Circular).
Enquiries:
Sanne Group (Guernsey) Limited
Company Secretary +44 (0) 20 3530 3158
Dynam Capital, Ltd.
Craig Martin +84 (0) 28 3827 7590
Cavendish Capital Markets Limited
William Marle +44 (0) 20 7220 0500
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for receipt 10.00 a.m. on 19 December
of Forms of Proxy for the AGM 2023
Latest time and date for receipt 10.30 a.m. on 19 December
of Forms of Proxy for the EGM 2023
Time and date of AGM 10.00 a.m. on 21 December
2023
Time and date of EGM 10.30 a.m. on 21 December
2023
Results of AGM and EGM expected 21 December 2023
to be announced
First annual Redemption Point under 30 September 2024
the Redemption Facility, if the
Proposals are approved
The times and dates set out in the expected timetable and
mentioned throughout the Circular may, in certain circumstances, be
adjusted by the Company, in which event, details of the new times
and dates will be notified, as required, to the London Stock
Exchange and, where appropriate, to Shareholders and an
announcement will be made through a Regulatory Information
Service.
All references to times in the Circular are to Paris time unless
otherwise stated.
APPIX - REDEMPTION OF ORDINARY SHARES
The proposed rights and restrictions attaching to the Ordinary
Shares are set out in the New Articles of the Company proposed to
be adopted at the EGM. The provisions of the New Articles relating
to the redemption of Ordinary Shares are summarised below.
1 Redemption procedure
Redemptions may take place on any Redemption Point. Upon
redemption, all Ordinary Shares so redeemed shall be cancelled.
Shareholders may request the redemption of all or any of their
Ordinary Shares on any Redemption Point, provided that they held
the relevant Ordinary Shares on the date six months prior to the
relevant Redemption Point and continued to be beneficially
interested in those shares at all times since that date until the
Redemption Point. For the avoidance of doubt, the lending of
Ordinary Shares will be regarded as a disposal of beneficial
interest.
The right of Shareholders to request the redemption of all or
any of their Ordinary Shares on any Redemption Point may be
exercised by the Shareholder delivering to the Receiving Agent (or
to such other person as the Directors may designate for this
purpose) a duly completed Redemption Request by no later than 1.00
p.m. on the last Business Day of the month prior to the month in
which the relevant Redemption Point is held .
A Redemption Request shall be deemed to include a representation
and warranty to the Directors that the Ordinary Shares which are
the subject of the Redemption Request are free from and clear of
all liens, charges and other encumbrances whatsoever.
Shareholders holding Ordinary Shares in certificated form shall
also be required to deliver with the Redemption Request the
certificate(s) in respect of the Ordinary Shares which are the
subject of the Redemption Request and such other evidence or
information as the Directors may request and the due execution by
that Shareholder of the Redemption Request or, if the Redemption
Request is executed by some other person on the Shareholder's
behalf, the authority of that other person to do so. Redemption
Request forms for Shareholders who hold Ordinary Shares in
certificated form their share certificates will be available upon
request from the Registrar.
Shareholders holding Ordinary Shares in uncertificated form
(that is, in CREST) must send a properly authenticated Transfer to
Escrow ("TTE") instruction to effect the transfer of the number of
Ordinary Shares which the Shareholder wishes to redeem from his
CREST account to the Receiving Agent's specified escrow account,
together with such other evidence or information as the Directors
may request. The TTE must be effected no later than 1.00 p.m. on
the last Business Day of the month prior to the month in which the
relevant Redemption Point is held. Such transfers of Ordinary
Shares shall be at the risk and the expense of the relevant
Shareholder. Following the TTE and pending redemption of all or
part of the Ordinary Shares, Shareholders shall not be entitled to
dispose of, encumber, charge or deal in any way whatsoever with the
Ordinary Shares which have been so transferred except in the
circumstances described below. In order for a TTE instruction to be
valid, it will need to comply with the requirements set out in
paragraph 7 of this Appendix.
Redemption Requests for Ordinary Shares held in certificated or
uncertificated form shall not be valid (unless the Company
otherwise agrees) unless they are received by the Receiving Agent
not later than the last Business Day of the month prior to the
month in which the relevant Redemption Point is held.
Other than during any period of suspension of trading of the
Ordinary Shares or during any period when the calculation of the
Net Asset Value is suspended, a Redemption Request once given may
not be withdrawn otherwise than with the prior consent of the
Company (which the Directors shall be entitled in their discretion
to withhold), but shall only be deemed to have effect in relation
to the next Redemption Point following its valid delivery and
receipt and not in relation to any subsequent Redemption Point.
During any period of suspension of trading of the Ordinary
Shares or during any period when the calculation of the Net Asset
Value is suspended an applicant may, by notice in writing, withdraw
his Redemption Request. If the request is not withdrawn it shall
have effect, subject to the Directors' discretion, on the
Redemption Point immediately following the date on which trading of
the Ordinary Shares or calculation of the Net Asset Value, as
appropriate, ceases to be suspended.
The Directors reserve the right to treat as valid Redemption
Requests which are not entirely in order and which are not
accompanied (in the case of Ordinary Shares held in certificated
form) by the relevant share certificate(s) and/or other document(s)
of title or a satisfactory indemnity in lieu thereof and shall be
entitled (in their sole discretion) to accept late Redemption
Requests.
It is intended that the procedure described above shall apply
but the Directors shall be entitled at their discretion to
determine the procedures for the redemption of the Ordinary Shares
(subject to the facilities and requirements of CREST and the
Companies Law).
2 Directors' discretion
Investors should note that the Directors have discretion to
suspend the operation of the annual Redemption Facility. Examples
of exceptional circumstances where this may be the case include:
corporate actions, including those to which the Takeover Code
applies; where obligations to comply with regulatory requirements
so necessitate; or material dislocations, disorderly markets or a
suspension of trading in the markets in which the Company's assets
are invested. Accordingly, whilst the Board does not generally
expect to exercise this discretion, existing and prospective
Shareholders should place no reliance on the Directors exercising
their discretion to permit a Redemption Request in any particular
case. The Directors' determination as to whether to permit or
decline a Redemption Request (in whole or in part), together with
their reasoning for their decision, will be documented. In the
event that the Directors decline Redemption Requests for a
particular Redemption Point, the Directors may propose an
additional Redemption Point at their discretion.
The redemption of Ordinary Shares is conditional on the
Directors being satisfied on reasonable grounds that the Company
will, immediately after completion of the relevant redemption,
satisfy the solvency test prescribed by the Companies Law. In the
event that the Directors are not so satisfied but are satisfied
that the Company would satisfy such solvency test if a lesser
number of Ordinary Shares were redeemed then, at the sole
discretion of the Directors, the Company may redeem such of the
Ordinary Shares tendered for redemption on a pro rata basis up to
the number that it is lawfully permitted to redeem.
If the Company has received sufficiently large redemption
requests that the Directors consider it in the interests of
Shareholders to propose an alternative future for the Company
rather than allowing it to continue at a size that is uneconomic to
run, then the Company shall announce that fact prior to the
relevant Redemption Point and, in addition to implementing the
redemption at the relevant Redemption Point, shall within three
months of the relevant Redemption Point put to continuing
Shareholders a resolution either to wind up the Company or to
implement a reconstruction, amalgamation or other material
alteration to the Company or its activities, or any other
appropriate alternative based on current circumstances as the Board
thinks fit. The estimated costs to the Company of those proposals
shall be determined by the Board and a pro rata share of those
costs shall be attributed to the Redemption Pool. In the event that
the actual costs of the proposals are less than the estimated
costs, an amount equal to the pro rata share of the excess shall
(if the Redemption Pool has not yet been utilised in full) be
repaid to the Redemption Pool or (if the Redemption Pool has been
utilised in full) be divided pro rata to the relative number of
Ordinary Shares held by each person who was a redeeming Shareholder
at the relevant Redemption Point and promptly thereafter paid to
each such person, save that any amounts less than US$50.00 shall be
retained by the Company.
3 Redemption Price
The Directors may elect, at their discretion, to calculate the
Redemption Price applying on any Redemption Point either by use of
a Redemption Pool or by reference to NAV per Ordinary Share. The
Directors intend to ordinarily use the Redemption Pool method of
calculating the Redemption Price, save where they determine that it
is in the best interests of the continuing Shareholders to use the
NAV per Ordinary Share method. For example, where Redemption
Requests have been submitted in respect of a small number of
Ordinary Shares and can be met with existing cash reserves.
Where the Directors determine to calculate the Redemption Price
by reference to NAV per Ordinary Share, the Redemption Price shall
be equal to the NAV per Ordinary Share calculated as at the
Valuation Point in respect of the relevant Redemption Point, less
the relevant Redemption Charge.
Where the Directors determine to use the Redemption Pool method,
the Redemption Price will be calculated by reference to the amount
generated upon the realisation of a Redemption Pool created for the
purpose of funding the redemption. In these circumstances the
Redemption Price shall be calculated in the manner specified in
paragraph 8 of this Appendix, less the relevant Redemption
Charge.
Where the Directors determine that it would be appropriate to do
so in respect of any Redemption Point, the assets and liabilities
of the Company may be split into multiple Redemption Pools and a
Continuing Pool. It is expected that this discretion may be
exercised where different continuation options are made available
to Shareholders, such as an opportunity to transfer the redemption
proceeds from the Company to another fund managed by the Investment
Manager. Any such opportunities will be communicated to
Shareholders in advance of any relevant Redemption Point and there
can be no guarantee that there will be any such opportunities.
Ordinary Shareholders should note that the final realised value
of the pro rata share of the portfolio in the Redemption Pool will
not equal the published, unaudited NAV per Ordinary Share at the
relevant Redemption Point. This is largely because the realised
value will be subject to movements in the markets on which the
underlying assets of the Company are traded over the period in
which the assets are realised. This period is envisaged to be up to
three months although it may be longer if the Board considers it to
be in the best interests of redeeming Shareholders for the
realisation period to be extended. The Board may make interim
payments of the realisation proceeds during this period. In
addition, expenses of realisation of the underlying assets will be
charged against the Redemption Pool. Accordingly, Ordinary
Shareholders should note that the final realised value per Ordinary
Share for which a valid Redemption Request has been made may be
materially different to the published unaudited NAV per Ordinary
Share at the relevant Redemption Point.
4 Redemption Charge
The Redemption Charge to be deducted from the Redemption Price
received by a redeeming Shareholder shall be:
-- in respect of Ordinary Shares tendered for redemption that
have been continuously held for a minimum period of 2 years -
nil;
-- in respect of Ordinary Shares tendered for redemption that
have been continuously held for more than 1 year but less than 2
years - 2 per cent. of the Redemption Price; and
-- in respect of Ordinary Shares tendered for redemption that
have been continuously held for less than 1 year - 3 per cent. of
the Redemption Price.
A Redemption Charge will be deducted on payment of the
Redemption Price. The aggregate Redemption Charge will be
transferred to the Continuing Pool for the benefit of continuing
Shareholders.
5 Settlement of Redemption Requests
If the Redemption Price is calculated by reference to the NAV
per Ordinary Share, within 10 Business Days after the relevant
Redemption Point the Company shall notify relevant Shareholders of
the number of Ordinary Shares redeemed in respect of such holdings
and the price at which such shares have been redeemed, and shall
dispatch redemption monies to those Shareholders whose Ordinary
Shares have been redeemed.
If the Redemption Price is determined by reference to a
Redemption Pool, within 10 Business Days after the relevant
Redemption Point the Company shall notify relevant Shareholders of
the number of Ordinary Shares redeemed in respect of such holdings.
As soon as practicable after the realisation of the assets
comprised in the Redemption Pool, the Company shall notify the
relevant Shareholders of the Redemption Price per Ordinary Share
and shall dispatch the net redemption monies to those Shareholders
whose Ordinary Shares have been redeemed. The Company may make
interim payments in respect of the Redemption Price in the event
that there is a delay in realising all the assets comprising the
Redemption Pool.
The Company shall not be liable for any loss or damage suffered
or incurred by any Shareholder or other person as a result of or
arising out of the timing of settlement, howsoever such loss or
damage may arise.
Payment of the Redemption Price in respect of any Ordinary
Shares in certificated form will be made by cheque made payable to
the relevant Shareholder, or in the case of joint holders, to all
joint holders, to the address (being an address outside a
Restricted Jurisdiction) of the Shareholder as entered in the
register of members in respect of such Ordinary Shares. Due payment
of the cheques or warrants shall be in satisfaction of the
Redemption Price represented thereby. Every such cheque or warrant
which is sent through the post shall be sent by first class post
(at the risk of the relevant Shareholders).
The Company shall procure that in relation to any Ordinary
Shares held in certificated form which have not been redeemed, a
balance certificate in respect of such number of unredeemed
Ordinary Shares shall be sent (at the risk of the Shareholder) to
the Shareholder, or in the case of joint holders, to all joint
holders, to the address (being an address outside a Restricted
Jurisdiction) as entered in the register of members within 10
Business Days after the relevant Redemption Point.
Each payment in respect of Ordinary Shares held in
uncertificated form will take place through CREST by means of a
CREST payment in favour of the relevant Shareholder's payment bank
in respect of the redemption monies due, in accordance with the
CREST payment arrangements.
If the Directors exercise their discretion not to redeem all or
any of the Ordinary Shares which are the subject of a Redemption
Request, the Company shall procure that in relation to Ordinary
Shares held in uncertificated form which have not been redeemed, as
soon as reasonably practicable after the relevant Redemption Point,
such Ordinary Shares will be transferred to the original available
balance from which those Ordinary Shares came.
All documents, instructions and remittances sent by, to or from
a Shareholder or their appointed agents will be sent at their own
risk.
6 Matched bargains
The Company may, prior to a Redemption Point, in its sole
discretion, invite investors to purchase Ordinary Shares which are
the subject of Redemption Requests.
In addition, the Company may, subject to the Companies Law and
to the Listing Rules, purchase Ordinary Shares which are the
subject of Redemption Requests on-market via an intermediary
pursuant to an existing Shareholder authority (by means of the
Shareholder selling to the intermediary who acquires the Ordinary
Shares in question as principal and the Company then purchasing
those Ordinary Shares from the intermediary).
The price at which such transfers or purchases will be made will
not be less than the Redemption Price which the Shareholder
requesting redemption would have received if the Redemption Price
had been determined by reference to the NAV per Ordinary Share
applicable on the relevant Redemption Point.
In circumstances where there are investors willing to acquire
Ordinary Shares, all or some of the Ordinary Shares which are the
subject of Redemption Requests will not be redeemed by the Company
but instead shall be transferred to the purchaser(s), as
appropriate, with effect from the relevant Redemption Point.
Shareholders submitting Redemption Requests are deemed to have
agreed that the Company, as their agent, may sell to a purchaser
or, as appropriate, that the Company may purchase pursuant to an
existing Shareholder authority all or any of their Ordinary Shares
that are the subject of the Redemption Request at a Redemption
Point. By submitting a Redemption Request, a redeeming Shareholder
shall be deemed to authorise the Company and/or its agents to sell
the Ordinary Shares that are the subject of the Redemption Request
to a purchaser or, as appropriate, to purchase such Ordinary
Shares, as the Directors may determine.
If there is sufficient demand from purchasers to acquire all of
the Ordinary Shares that are the subject of Redemption Requests as
at a Redemption Point, the Company may sell all of the Ordinary
Shares to purchasers.
If there is demand from purchasers to acquire some of the
Ordinary Shares that are the subject of Redemption Requests as at a
Redemption Point, the Company may select holdings of Ordinary
Shares that are the subject of Redemption Requests from
Shareholders as at the Valuation Point to satisfy purchaser demand.
Such holdings of Ordinary Shares may also be purchased by the
Company. Selection of such holdings of Ordinary Shares may be pro
rata to redeeming Shareholders holdings or such other equitable
means as the Directors determine in their discretion such as first
come/first served basis or by random ballot. Shareholders who are
selected may have some or all of their Ordinary Shares that are the
subject of the Redemption Requests sold to purchasers and/or
purchased by the Company. The remainder of the Ordinary Shares that
are the subject of the Redemption Requests may be redeemed by the
Company pursuant to the Redemption Facility.
Following the relevant Redemption Point, Shareholders will be
notified in writing whether their Ordinary Shares have been
redeemed by the Company under the Redemption Facility at the
Redemption Price or sold to purchasers under the matched bargain
facility or purchased by the Company. If any Ordinary Shares have
been sold to purchasers or purchased by the Company, the
Shareholder shall transfer the relevant Ordinary Shares to the
purchaser in accordance with the provisions of the Articles or, as
applicable, will complete the on-market purchase by the Company via
an intermediary.
Shareholders should note that certain Shareholders may
experience a different tax treatment depending on whether they have
their Ordinary Shares redeemed by the Company, repurchased by the
Company or purchased by purchaser under the matched bargain
facility. Shareholders should refer to Part 3 of the Circular and
seek professional advice from their own independent tax
adviser.
7 Redemption of Ordinary Shares held in uncertificated form: additional information
7.1 Shareholders who wish to redeem Ordinary Shares held in
CREST will need to send a properly authenticated TTE instruction. A
valid TTE instruction will need to include the particulars to be
prescribed by the Company at the relevant Redemption Point.
CREST members and (where applicable) CREST sponsors should note
that Euroclear does not make available special procedures in CREST
for any particular corporate action. Normal system timing and
limitations will therefore apply in relation to the input of a TTE
instruction and its settlement in connection with the exercise of
the rights attaching to the Ordinary Shares held in CREST. It is
the responsibility of the CREST member concerned to take (or, if
the CREST member is a CREST sponsored member, to procure that his
CREST sponsor takes) such action as shall be necessary to ensure
that a TTE instruction is effected and settled by 1.00 p.m. on the
last Business Day of the month prior to the month in which the
relevant Redemption Point is held. In this connection, CREST
members and (where applicable) their CREST sponsors, are referred
in particular to those sections of the CREST Manual concerning the
practical limitation of the CREST system and timings.
7.2 The Company in its sole discretion may:
7.2.1 accept an alternative properly authenticated
dematerialised instruction from a CREST member or (where
applicable) a CREST sponsor in substitution for or in addition to a
TTE instruction and subject to such further terms and conditions as
the Company may determine;
7.2.2 treat a properly authenticated instruction (in this
paragraph 7.2.2, the "first instruction") as not constituting a
valid TTE instruction if, at the time at which the Receiving Agent
receives a properly authenticated dematerialised instruction giving
details of the first instruction, either the Company or the
Receiving Agent has received actual notice from Euroclear of any
matters referred to in Regulation 35(5)(a) of the CREST Regulations
in relation to the first instruction. These matters include notice
that any information contained in the first instruction was
incorrect or notice of lack of authority to send the first
instruction; and
7.2.3 accept an alternative instruction or notification from a
CREST member or CREST sponsored member or (where applicable) a
CREST sponsor, or extend the time for settlement of a TTE
instruction or notification, in the event that, for reasons or due
to circumstances outside the control of the CREST member or (where
applicable) CREST sponsor, the CREST member or CREST sponsored
member is unable to validly request the redemption of his Ordinary
Shares by means of the procedures described above. In normal
circumstances, this discretion is only likely to be exercised in
the event of any interruption, failure or breakdown of CREST (or
any part of CREST) or on the part of the facilities and/or systems
operated by the Receiving Agent in connection with CREST.
8 Calculation of Redemption Price by reference to separate Redemption Pool
8.1 Where the Board has decided to fund redemptions through the
use of a Redemption Pool, the Company will notionally divide its
assets and liabilities into two pools as at the relevant Redemption
Point:
8.1.1 the Redemption Pool, which will consist of cash, assets
and liabilities attributable to the Ordinary Shares which are the
subject of valid Redemption Requests and which the Directors have
exercised their discretion to redeem on the relevant Redemption
Point; and
8.1.2 the Continuing Pool, which will contain all the other
cash, assets and liabilities of the Company.
For the avoidance of doubt, the Redemption Pool would bear any
additional administrative and custodian costs incurred by the
Company in relation to its operation, including the cost of
production and publication of estimated NAVs and associated
services, and its pro rata share of the fees paid by the Company to
the Investment Manager.
Where the Directors determine that it would be appropriate to do
so in respect of any Redemption Point, the assets and liabilities
of the Company may be split into multiple Redemption Pools and a
Continuing Pool. The provisions of this paragraph 8 shall be read
in respect of each such Redemption Pool, mutatis mutandis.
8.2 The Redemption Pool and the Continuing Pool will include a
proportionate share of each investment held by the Company, so far
as reasonably practicable. The Investment Manager will be entitled
to transfer assets between the pools at fair market value.
8.3 The investment portfolios of the Continuing Pool and the
Redemption Pool will be reorganised in the period leading up to the
date on which the Redemption Price is settled as follows:
8.3.1 the assets of the Redemption Pool shall be liquidated and
the proceeds retained solely as cash in Sterling; and
8.3.2 the assets of the Continuing Pool shall be adjusted so
that the Continuing Pool complies with the investment policy of the
Company.
8.4 The liabilities attributable to the Redemption Pool, to the
extent that they cannot be satisfied prior to the date on which the
Redemption Price is to be settled, will be transferred to the
Continuing Pool together with an equivalent amount in cash. In
calculating such liabilities any debt liability that the Company
may have from time to time will be valued on a pre-payment basis,
including any early repayment costs.
8.5 The costs of the portfolio reorganisations (including costs
relating to the sale of the assets and tax liabilities that may
arise, or be deemed to arise, as a result of the sale of those
assets) will be borne by the relevant pool, together with a pro
rata share of costs and expenses of the Company not attributable to
a particular pool. Such costs, as determined by the Board in its
sole discretion, will be deducted before payments are made to the
relevant Shareholders whose Ordinary Shares are being redeemed.
8.6 The Redemption Price per Ordinary Share when calculated by
reference to the Redemption Pool shall be equal to the aggregate
cash received by the Company upon the realisation of the Redemption
Pool (less the costs) in accordance with paragraph 8.3.1 less the
costs and liabilities referred to in paragraphs 8.4 and 8.5 above
divided by the number of Ordinary Shares to be redeemed on the
relevant Redemption Point.
8.7 The Redemption Charge (if any) will be deducted from the
aggregate Redemption Price due to a redeeming Shareholder as
provided for at paragraph 4 above. The aggregate Redemption Charge
will be transferred to the Continuing Pool.
9 Liability
9.1 Any determination of the Redemption Price per Ordinary Share
by reference to the Redemption Pool or the NAV of the Company or
NAV per Ordinary Share made in accordance with the valuation
guidelines from time to time adopted by the Board shall be binding
on all parties. Neither the Directors nor the Investment Manager
shall be responsible to any Shareholder or any other person in
respect of all or any acts done in carrying out their duties in
relation thereto in the absence of fraud, negligence or wilful
default.
PART 4
DEFINITIONS
Annual General Meeting the annual general meeting of the Company
or AGM to be held at 10.00 a.m. on 21 December
2023 at the offices of Stephenson Harwood
AARPI, 48 Rue Cambon, 75001 Paris, France
, notice of which is set out in Part
5 of the Circular;
Articles the articles of incorporation of the
Company, as amended from time to time;
Auditors KPMG Channel Islands Limited;
Business Day any day on which the London Stock Exchange
and banks in London and Guernsey are
normally open for business;
The Circular the Circular to Shareholders dated 27
November 2023 detailing the proposals
to be placed at the AGM and EGM
Company or VNH VietNam Holding Limited, a company incorporated
under the laws of Guernsey with registered
number 66090 ;
Companies Law the Companies (Guernsey) Law, 2008 (as
amended);
Continuation Resolution Resolution 9 to be proposed at the AGM,
as set out in the notice of the AGM
at Part 5 of the Circular;
Continuing Pool all of the Company's cash, assets and
liabilities which do not form a Redemption
Pool;
CREST the computer-based system and related
facilities and procedures operated by
Euroclear;
CREST member a person who has been admitted by Euroclear
as a system member (as defined in the
CREST Regulations);
CREST participant a person who has been admitted by Euroclear
as a participant (as defined in the
CREST Regulations);
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001 No. 2001/3755), as amended;
CREST sponsor a CREST participant admitted to CREST
as a CREST sponsor being a sponsoring
system participant (as defined in the
CREST Regulations);
CREST sponsored member a CREST member admitted to CREST as
a sponsored Member;
Directors or Board the directors of the Company, whose
names appear at the head of Part 1 of
the Circular;
Euroclear Euroclear UK & International Limited,
being the operator of CREST;
Extraordinary General the extraordinary general meeting of
Meeting or EGM the Company to be held at 10.30 a.m.
on 21 December 2023 at the offices of
Stephenson Harwood AARPI, 48 Rue Cambon,
75001 Paris, France , notice of which
is set out in Part 6 of the Circular;
FCA the Financial Conduct Authority;
Forms of Proxy the forms of proxy for use by Shareholders
in connection with the AGM and EGM;
HMRC HM Revenue & Customs;
Investment Manager Dynam Capital, Ltd.;
Listing Rules the listing rules made by the UK Listing
Authority under section 73A of the UK
Financial Services and Markets Act 2000,
as amended;
London Stock Exchange London Stock Exchange Plc;
NAV or Net Asset Value the net asset value of the Company determined
in accordance with the Company's normal
accounting policies;
NAV per Ordinary Share the Net Asset Value attributable to
or Net Asset Value per the Ordinary Shares divided by the number
Ordinary Share of Ordinary Shares in issue (excluding
any Ordinary Shares held in treasury);
New Articles the new Articles to be adopted in connection
with the Proposals, subject to and with
effect from the passing of Resolution
2 to be proposed at the EGM;
Offshore Fund Rules UK tax legislation, including related
regulations, relating to the taxation
of participants in "offshore funds"
as defined in Part 8 of the Taxation
(International and Other Provisions)
Act 2010;
Ordinary Shares ordinary shares of US$1.00 par value
each in the capital of the Company;
Proposals the proposals set out in the Circular;
Receiving Agent Computershare Investor Services PLC
;
Redemption Charge the Redemption Charge to be deducted
from the Redemption Price received by
a redeeming Shareholder, as described
at paragraph 4 of Part 2 of the Circular
;
Redemption Facility has the meaning given in paragraph 3
of Part 1 of the Circular ;
Redemption Point 6.00 p.m. on the last Business Day in
September each year, and any other times
as the Directors may declare in their
discretion, on which date holders of
Ordinary Shares which have submitted
valid Redemption Requests to have their
Ordinary Shares redeemed will be considered
for redemption at the discretion of
the Board;
Redemption Pool the pool of cash, assets and liabilities
to be created in respect of a particular
Redemption Point and allocated to the
Ordinary Shares which are the subject
of Redemption Requests for that Redemption
Point, as more particularly described
in Part 2 of the Circular;
Redemption Price the price for which Ordinary Shares
are redeemed on a Redemption Point as
determined by reference to a Redemption
Pool or the NAV per Ordinary Share ,
as more particularly described in Part
2 of the Circular;
Redemption Request a notice to the Company to redeem Ordinary
Shares submitted in accordance with
Part 2 of the Circular and in the form
from time to time prescribed by the
Company;
Register the register of members of the Company;
Registrars Computershare Investor Services (Guernsey)
Limited;
Regulatory Information a service approved by the London Stock
Service Exchange for the distribution to the
public of announcements;
Resolutions the resolutions to be proposed at the
AGM and/or EGM as set out in the notice
of the AGM in Part 5 of the Circular
and the notice of EGM in Part 6 of the
Circular , respectively, as the context
requires;
Restricted Jurisdiction the United States, Canada, Australia,
the Republic of South Africa or Japan;
Shareholders holders of Ordinary Shares;
Sterling the lawful currency of the United Kingdom;
Takeover Code The City Code on Takeovers and Mergers;
TFE Instruction a transfer from escrow instruction;
TTE Instruction a transfer to escrow instruction;
UK the United Kingdom of Great Britain
and Northern Ireland;
US Dollars or US$ the lawful currency of the United States
of America; and
Valuation Point close of business on the Business Day
immediately preceding the relevant Redemption
Point.
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NOAFZMZMMNGGFZM
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