Directorate Changes

RNS Number : 3590R
VietNam Holding Limited
21 September 2017
 

 

21 September 2017

 

VietNam Holding Limited

('VNH' or the 'Company')

 

Directorate Changes

  

VietNam Holding Limited (AIM: VNH) announces the appointment of Mr Milton Lawson and Mr Philip Scales as non-executive directors of the Company.  Mr Lawson and Mr Scales will take up their roles as directors of the Company  with effect from the conclusion of the annual general meeting of the Company to be held  at the Kempinski Hotel Bristol, Kurfürstendamm 27, 10719 Berlin, Germany on 21 September 2017 at 4:00 p.m. Central European Time (the "AGM").

 

Milton Lawson was resident in Vietnam from 1993 to 2017 and was one of the longest serving foreign lawyers in Vietnam prior to his retirement from his position as Managing Lawyer of Freshfields Bruckhaus Deringer LLP's Ho Chi Minh City office in June 2017. Mr. Lawson joined Freshfields Bruckhaus Deringer LLP in 1997, having previously headed Sinclair Roche and Temperley's Vietnam practice since 1993.  During Mr. Lawson's full-time practice in Vietnam for the last 20 years, he has worked on many of the leading transactions involving investment in Vietnam and has advised on the structuring and implementation of various infrastructure projects as well as inward investment and all aspects of corporate issues.  Mr. Lawson holds both Bachelor of Arts and Master's degrees in Philosophy from the University of Lancaster. 

 

Philip Scales has over 38 years' experience working in offshore corporate, trust, and third party administration.  For 18 years, he was Managing Director of Barings Isle of Man (subsequently to become Northern Trust) where he specialised in establishing offshore fund structures, latterly in the closed-ended arena (both listed and unlisted entities). Mr. Scales subsequently co-founded IOMA Fund and Investment Management Limited (now named FIM Capital Limited) where he is a Deputy Chairman. He is a Fellow of the Institute of Chartered Secretaries and Administrators and holds a number of directorships of listed companies and collective investment schemes.

 

Mr Lawson and Mr Scales have been appointed as directors and will take up their roles as directors of the Company with effect from the conclusion of the AGM to safeguard the interests of the Company and its shareholders following an approach by a party purporting to speak for certain VNH shareholders.

 

The said party has stated that it has gathered support from VNH shareholders representing a total of more than 40 per cent. of the voting rights in the Company's share capital and that these shareholders have confirmed to the said party their intention to vote against the re-election of the VNH directors at the AGM and to propose a new Board.

 

The said party has not provided the Company with either the identity of the shareholders it speaks for or with any proposals which such shareholders would wish the Company and its shareholders, as a whole, to consider.

 

Under the Company's articles of association and Cayman Islands law, VNH shareholders do not have the power to appoint directors, or to amend resolutions, at the AGM. Therefore, without the newly appointed directors being in office, if the resolutions to re-elect the  Board are not passed, the Company would have no directors. Under the Company's articles of association, the Company is required to have a minimum of two directors at all times.

 

The Company is seeking engagement with its shareholders and further announcements will be made, as appropriate, in due course.

 

The directorships and partnerships currently held by Mr. Lawson and Mr. Scales and over the five years preceding the date of appointment are as follows:

 

Mr Milton Charles Lawson, aged 63

 

Current directorships/partnerships

Previous directorships/partnerships

None

Freshfields Bruckhaus Deringer

Neumann Gruppe Vietnam Limited

 

 

Mr Philip Peter Scales, aged 67

 

Current directorships/partnerships

Previous directorships/partnerships

A&M Overseas Limited

ACE (Four) Limited

Argo Distressed Credit Fund Limited

ACE (One) Limited

Arricano Real Estate plc

ACE (Three) Limited

Atlal Limited

ACE (Two) Limited

Chip (Five) Limited

ACE Hartlepool Retail Limited

Chip (Four) Limited

ACE Peterborough Limited

Chip (Ipswich) One Limited

ACE Reading Limited

Chip (Ipswich) Two Limited

ACE Winchester Limited

Chip (One) Limited

Active Commercial Estates plc

Chip (Seven) Limited

Adams plc

Chip (Three) Limited

Aggregated Micro Power Limited

Chip (Two) Limited

Astin CEO IOM 2007 Limited

Citvitas Services Limited

Bamboo Investments (Isle of Man) plc

ECM Group NV Limited

Billiter Energy Corporation

Eden Land Opportunity plc

Empiric (Framwellgate Durham) Leasing Limited

Birmingham Brindleyplace Capital (General Partner) Limited

Empiric (Framwellgate Durham) Limited

Empiric (Glasgow Otago Street) Leasing Limited

Birmingham Brindleyplace Income (General Partner) Limited

Empiric (York George Hudson) Leasing Limited

BMP Resources plc

Empiric (York George Hudson) Limited

Bram Hill Properties Ltd

EPIC Reconstruction Property Company (IOM) Limited

Bram Hill SPV Limited

EPIC Structured Finance Limited

Chip (Six) Limited*

European Property Investment Portfolio Limited

Civitas Housing Advisors Limited

Faris Limited

Clean Energy Asia Limited

FIM Capital Limited

CORE Education plc

FIM Nominees Limited

Drewry Limited

FIM Nominees One Limited

EEA (IOM) Limited

FIM Nominees Two Limited

EPIC Finance Company Limited

FIM Directors Limited

FIM Secretaries Limited

EPIC Reconstruction Property Company II Limited

First World Hybrid Real Estate plc

Etuno S.r.l.

Frontier Commercial Property Fund plc

Fairdos Limited

Frontier Global Real Estate Fund plc

Financial Holdings Limited

Glasgow Otago Lane Limited

Florasolar S.r.l.

Haiser Limited

Hirco Holdings Limited**

Healthcare & Leisure Property Limited

Hope Street Properties Limited

Industrial Multi Property Trust plc

IOMA Group Holdings Limited

IOMA Group Holdings Limited

IOMA Group Operations Limited

JMS Estates (IOM) Limited

IOMA Horizons Limited

Marriott Isle of Man Limited

Isle of Man Assurance Limited

Paternoster Limited

Isle of Man Insurance Management Limited

Prime Capital Partners (Property) Limited

Manxdale Holdings Limited

Qabila

Patollo

SEIF (IOM) Limited

SEIF Global Limited

Prime Rate Cash Management Funds (Isle of Man) plc

SEIF Services Limited

Property Investment Portfolio plc

Solar Services Italia S.r.l.

Property Investment Portfolio ISA & PEP plc

Solar Energy Italia 1 S.r.l.

RGP Puglia 1 S.r.l.

Sumaco International Limited

Sardinella Limited

Surya plc

Solar Energy Italia 6 S.r.l.

Tau Capital plc

TEP Asia Limited

TEP (Solar Holdings) Limited

Paternoster Holdings Limited

TEP (Renewables Holding) Limited

TEP Trading 1 Limited

The Alchemy Funds (Bermuda) Ltd

TEP Trading 2 Limited

The Broader European Investment Fund plc

Trading Emissions Limited

The Golden Jubilee Trust

Treveria Asset Management Limited

The Spitfire Funds (Bermuda) Ltd


Trading Emissions (Isle of Man) Limited


Trading Emissions plc




 

 

*   Chip (Six) Limited was put into creditors' voluntary liquidation in May 2012. Mr. Scales resigned as  a director of Chip (Six) Limited on 26 April 2012.

** Hirco Holdings Limited was a subsidiary of Hirco plc which was put into creditors' voluntary liquidation in September 2016. Hirco Holdings Limited went into members' voluntary liquidation in October 2016. Philp Scales resigned as a director of Hirco Holdings Limited on 26 August 2016.

 

For more information please contact:

 

VietNam Holding Asset Management Limited

Tel: +1 215 325 1334

investorrelations@vnham.com
www.vietnamholding.com




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