Final Results

VietNam Holding Limited 12 December 2006 VietNam Holding Limited (an exempted company incorporated with limited liabilities in the Cayman Islands) Financial Statements for the period ending 30 June 2006 Vietnam Holding Limited (the 'Company') is pleased to announce the final results for the period from 15 June 2006 (date of commencement of its operations) to 30 June 2006. The full Report was approved by the Directors on 15 September 2006 and was posted to shareholders on 11 December 2006 and will be available from the Company's offices at Fourth Floor, Zephyr House, 122 Mary Street, P.O. Box 709GT, Grand Cayman, Cayman Islands. Directors Report VNH commenced operations upon its successful Admission to Alternative Investment Market (AIM) of London Stock Exchange on June 15, 2006. An aggregate of 56.25 million shares were issued and $112.5 million was subscribed by VNH shareholders. Up to June 30, 2006, VNH and its board have been working closely with VietNam Holding Asset Management (VNHAM), our investment manager, in the following key areas: Investment Following VNH's investment strategy of achieving long term capital growth, a top-down approach has been adopted to identify investment targets of which a subset is selected as priorities. In depth reviews and industry analysis, complemented by contribution of Senior Advisory Council of VietNam Holding Asset Management, have enabled VNH to establish a healthy deals pipeline. Presently, VNH is actively pursuing a few potential transactions and is expected to complete its first Vietnam investment in the near future. Liquidity By June 15, 2006, USD 112'500'000 has been deposited with Credit Suisse (Luxembourg) SA, VNH's custodian bank. Over time VNH is expected to deploy the majority of its capital among targeted Vietnam investments. Hence, the holding of offshore liquid assets will correspondingly decline during the investment period, which at this time we estimate at about one year. Management Recognizing the importance of internal control and risk management, VNH Board has approved and adopted a Code of Ethics as part of AIM Admission protocol. Together with VietNam Holding Asset Management, VNH and its board are developing and implementing policies and procedures to govern business processes and investment activities. It is anticipated that in the next three to six months, key operational rules, business integrity policy and other business control measures which jointly govern VNH and VNHAM will become effective once approved by the Board. Financial As of June 30, 2006 Net Asset Value (NAV) was USD 108'073'090, or USD 1.92 per share. Investment Manager's Report With a focus on Vietnam's privatized former State-Owned Enterprises (SOEs), VietNam Holding Ltd. aims to take advantage of investment opportunities created by the Government of Vietnam's stated plans to privatize a large number of economically viable SOEs as part of the country's structural reforms and to have many of these privatized companies list on the stock exchanges in Vietnam. The Government anticipates that this reform process will be accelerated by the country's WTO accession - which is expected to occur this year still. The stock exchanges in Vietnam are expected to undergo an ongoing expansion upon the listing of these former SOEs, which should result in a substantial increase in liquidity. During the initial two weeks of its corporate life, VietNam Holding Ltd. did not yet invest in any equity positions in Vietnam. All of the net proceeds of the equity capital of USD 112'500'000 minus the Formation Expenses of USD 4'627'542, amounting to a net amount of USD 107'872'458 were held in interest-bearing bank accounts, producing interest income of USD 358'563 for the period between June 15 and June 30, 2006. As Investment Manager, we do not see any obstacles which would deter us from achieving our investment objectives in Vietnam. Statement of operations Notes USD Income Interest income 6 358,563 Total investment income 358,563 Expenses Investment Management fee 7 89,917 Nominated Advisor fees 3,854 Formation Expenses 10 4,627,542 Administration and accounting fees 9 5,328 Custodian fee 8 13,852 Directors' fees 7 42,667 Broker fees 2,313 Operating expenses before finance costs 4,785,473 Interest expense 0 Change in net assets attributable to holders of -4,426,910 redeemable shares Statement of changes in net assets attributable to holders of redeemable shares For the period from 15 June 2006 (date of commencement of its operations) to 30 June 2006 Notes USD Balance at 15 June 2006 0 Change in net assets attributable to holders of redeemable -4,426,910 shares for the period Issue of redeemable shares during the period 4 112,500,000 Redemption of redeemable shares during the period 4 0 Balance at 30 June 2006 108,073,090 Statement of cashflows For the period from 15 June 2006 (date of commencement of its operations) to 30 June 2006 12.06.06 to 30.06.06 USD OPERATING ACTIVITIES: Interest received 358,563 Operating expenses paid -4,759,316 Cash flows from operating activities -4,400,753 FINANCING ACTIVITIES: Proceeds from issuance of redeemable shares 112,500,000 Cash flow from financing activities 112,500,000 Net increase in cash and cash equivalents 108,099,247 Cash and cash equivalents at start of period 0 Cash and cash equivalents at end of period 108,099,247 Notes on financial statement 1. THE COMPANY VietNam Holding Limited is a newly incorporated, closed-end investment holding company incorporated on April 20, 2006 as an exempt company under the Companies Law in the Cayman Islands and commenced its operations on June 15, to invest principally in securities of former SOEs in Vietnam, prior to, at or after the time such securities become listed on the Vietnam Stock Exchange, including the initial privatisation of the SOEs. The Fund may also invest in the securities of private companies in Vietnam, whether Vietnamese or foreign owned, and the securities of foreign companies if a significant portion of their assets are held or operations are in Vietnam. The investment objective of the Fund is to achieve long-term capital appreciation by investing in a diversified portfolio of companies that have high growth potential at an attractive valuation. Vietnam Holding Asset Management Limited (VNHAM) has been appointed as the Company's Investment Manager and is responsible for the day-to-day management of the Company's investment portfolio in accordance with the Company's investment policies, objectives and restrictions. quondam vietnam partners Ltd. has been appointed as VNHAM'S Investment Advisor and is responsible for providing strategic advice to VNHAM on a non-exclusive basis. Credit Suisse (Luxembourg) has been appointed to act as custodian of the Fund's assets (as can be legally held outside of Vietnam) pursuant to the Custody Agreement. Vietnamese law requires that the Fund's shares in Listed Companies must be held by a custodian registered as such in Vietnam and these assets will therefore be held by the Vietnam sub-custodian. HSBC (Vietnam) has been appointed to act as sub-custodian. Credit Suisse Asset Management Fund Service (Luxembourg) SA has been appointed to act as the administrator of the Fund and to provide a range of administrative services to the Company (including the calculation of the Net Asset Value). The registered office of the Company is Card Corporate Service Ltd, Zephyr House, Mary Street 122, Grand Cayman, Cayman Islands. The financial statements were authorised for issue by the directors on date of September 15, 2006. 2. PRINCIPAL ACCOUNTING POLICIES (a) Statement of Compliance The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations adopted by the International Accounting Standard Board. (b) Basis of preparation The financial statements are presented in USD and rounded to the nearest USD. They are prepared on a fair value basis for financial assets and financial liabilities at fair value through profit or loss. The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expense. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from the estimates. The estimated and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. (c) Foreign currency translation Transactions in foreign currencies other than the functional currency are translated at the rate ruling on the dates of the transactions. Monetary assets and liabilities, denominated in foreign currencies are re-translated to USD at the rates ruling on the period-end date. Foreign currency exchange differences arising on translation and realised gains and losses on disposals or settlements of monetary assets and liabilities are included in the income statement. Foreign currency exchange differences relating to financial instruments held-for-trading are included in the realised and unrealised gains and losses on those investments. All other foreign currency exchange differences relating to other monetary items, including cash and cash equivalents, are included in net foreign exchange gain and losses in the income statement. (d) Financial instruments (i) Classification The Fund designated all its investments into the financial assets at fair value through profit and loss category. The category of financial assets and financial liabilities at fair value through profit and loss comprises: Financial instruments held-for-trading. These includes futures, forward contracts, options, interest rate swaps and liabilities from short sales of financial instruments. All derivatives in a net receivable position (positive fair value), as well as options purchased, are reported as financial assets held-for-trading. All derivatives in a net payable position (negative fair value), as well as options written, are reported as financial liabilities held-for-trading. Financial instruments designated at fair value through profit and loss upon initial recognition. These include financial assets that are not held for trading purposes and which may be sold. These are investments in exchange-traded debt and equity instruments, unlisted off-shore open-ended investments funds, unlisted equity instruments and commercial paper. Financial assets that are classified as loans and receivables include balances due from brokers, receivables from reverse repurchase agreements and accounts receivable. Financial liabilities that are not at fair value through profit and loss include balances due to brokers, payables under repurchase agreements, accounts payable and financial liabilities arising on redeemable shares. As at June 30, 2006, the Company held no investments. (ii) Recognition The Fund recognises financial assets held for trading on the trade date, being the date they commit to purchase the instruments. From this date, any gains and losses arising from changes in fair value of the assets or liabilities are recorded. Financial liabilities are not recognised unless one of the parties has performed or the contract is a derivative contract not exempted from the scope of IAS 39. (iii) Derecognition A financial asset is derecognised when the Company no longer have control over the contractual rights that comprise that asset. This occurs when the rights are realised, expire or are surrendered. Assets held-for-trading that are sold are derecognised, and corresponding receivables from the buyer for the payment are recognised on the trade date, being the date the Company commits to sell the assets. A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expired. The weighted average method is used to determine realised gains and losses on derecognition. (iv) Measurement The financial statements are prepared on a fair value basis for derivative financial instruments, financial assets and liabilities held for trading, except those for which a reliable measure of fair value is not available. Other financial assets and liabilities and non-financial assets and liabilities are stated at amortised cost. Valuation Marketable securities are carried at fair value. The fair value of the securities is based on their quoted price at the balance sheet date without any deduction for transactions costs. If quoted market prices are unavailable or do not, in the opinion of the Board of Directors, represent probable realisable values, or if the securities are not listed, the value of the relevant securities is ascertained by the Board Directors in good faith using valuation methods which they consider fair in the circumstances including quotes received from brokers and other third party sources where possible. Any increase or decreases in carrying values are recognized in the statement of operations as an unrealised gain or loss. (v) Gains and losses on subsequent measurement Gains and losses arising from a change in the fair value of financial instruments are recognised in the income statement. (vi) Specific Instruments Cash and cash equivalents Cash comprises current deposits with banks, fixed deposits, margin accounts and bank overdrafts. Cash equivalents are short-term highly liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of changes in value, and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes. Forward foreign exchange contracts Forward foreign exchange contracts are stated at market value, with the resulting net realised and unrealised gains and losses reflected in the income statement. (e) Interest income and expense Interest income and expense is recognised in the income statement on an accruals basis. Interest income includes the amortisation of any discount or premium on zero coupon bonds, which is taken to income on the basis of yield to redemption, from the date of purchase. (f) Miscellaneous income Miscellaneous income is recognised in the income statement on an accruals basis. (g) Formation expenses Costs and expenses attributable to the establishment of the Company have been expensed when incurred. (h) Offsetting Financial assets and liabilities are offset and the net amount is reported in the balance sheet when the Company has a legally enforceable right to set off the recognised amounts and the transactions are intended to be settled on a net basis or simultaneously, e.g. through a market clearing mechanism. (i) Amounts due to/from brokers Amounts due to/from brokers represent security purchases and sales transactions contracted for but not yet delivered at period end. (j) Redeemable shares All redeemable shares issued by the Company provide investors with the right to require redemption for cash at the value proportionate to the investor's share in the Company's net assets at the redemption date. In accordance with IAS 32 such instruments give rise to a financial liability for the present value of the redemption amount. In accordance with the admission document the Company is contractually obliged to redeem shares at mid-market prices. Due to the fact that in accordance with IAS 39 the best measure of fair value of a financial asset is usually the current bid price, the redeemable shares need to be adjusted to mid-market prices to balance the balance sheet. As at June 30, 2006, no adjustment was required as the company invested its assets in cash. 3. FINANCIAL INSTRUMENT AND ASSOCIATED RISKS Financial assets of the Funds include investments, cash at bank and with brokers and debtors, prepaid expenses and accrued income. Financial liabilities include bank loans and overdrafts, creditors and accrued charges. Accounting policies for financial assets and liabilities are set out in note 2. The Fund investing activities expose it to various types of risk that are associated with the financial instruments and the markets in which it invests. The most important types of financial risk to which the Fund is exposed are market risk, credit risk and liquidity risk. Asset allocation is determined by the Fund's investment manager who manages the distribution of the assets to achieve the investment objectives. Divergence from target asset allocations and the composition of the portfolio is monitored by the Fund's investment manager. Market risk Market risk is the risk that the value of a financial asset will fluctuate as a result of changes in market prices, whether or not those changes are caused by factors specific to the individual asset or factors affecting all assets in the market. The Company will be exposed to market risk on all of its investments, but in the case of its investments in Listed Companies, such market risk relates to the Vietnamese market, which is at or near an all-time high, and other exchanges, if any, where the Company's investments are to be listed. Furthermore, there is no certainty that the market price of the Ordinary Shares will fully reflect their underlying net asset value. Shares of closed-end investment companies frequently trade at a discount to net asset value. This characteristic of shares of a closed-end investment company is a risk separate and distinct from the risk that the Net Asset Value may decrease. The overall market positions are monitored on a regular basis by the investment manager and the board of Directors. Currency risk The Fund may invest in financial instruments and enter into transactions denominated in currencies other than its functional currency. Consequently, the Fund is exposed to risks that the exchange rate of its currency relative to other currencies may change in a manner that has an adverse affect on the value of that portion of the Fund's assets or liabilities denominated in currencies other than the USD. The Company may, however, enter into arrangements to hedge currency risks if such arrangements become desirable and practicable in the future in the interest of efficient portfolio management. Credit Risk Credit risk is the risk that counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Fund. At June 30, 2006 the financial assets were invested in cash with highly rated credit institutions. Credit risk arising on transactions with brokers relates to transactions awaiting settlement and cash collateral provided against open contracts. Risk relating to unsettled transactions is considered small due to the short settlement period involved. Liquidity risk The Fund, a closed-end investment company, will invest in Companies through listings on the Vietnam Stock Exchange or another stock exchange. However, few companies have listed shares on the Vietnam Stock Exchange and there is no guarantee that the Vietnam Stock Exchange will provide liquidity for the Company's investments in Unlisted Companies. The Company may have to resell its investments in privately negotiated transactions. The Fund's shares are listed on AIM, a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. An investment in shares quoted on AIM may carry a higher risk than an investment in shares quoted on the Official List of the United Kingdom Listing Authority. AIM has been in existence since June 1995 but its future success, and any liquidity in the market for the Company's securities, cannot be guaranteed. An investment in Ordinary Shares may be difficult to realise. Interest rate risk The Fund will be exposed to interest rate risk, due to investment in fixed interest rate bonds. The prices of these securities are sensitive to interest rate fluctuations, and unexpected fluctuations in interest rates could cause the valuations of the fixed interest rate bonds to move in a direction which was not anticipated. 4. SHARE CAPITAL The Ordinary Shares have been created pursuant to the Companies Law. The Company was incorporated with an authorised share capital of $100,000,000 divided into 100,000,000 Ordinary Shares of $1.00 each. The one Ordinary Share in issue was transferred to the Investment Manager on 28 April 2006 and purchased by the Company on June 15, 2006 for $1.00 and was immediately cancelled. On 6 June 2006, the Board resolved that up to 56,250,000 Ordinary Shares would be allotted at a placing price of $2.00 per Ordinary Share at, but conditional upon, Admission. The Ordinary Shares' ISIN number is KYG9361X1043. Issued and fully paid 30/06/2006 Issue of shares during the period 112,500,000 Redemption of shares during the period 0 Balance at 30 June 2006 112,500,000 Subject to relevant provisions of Cayman Island's law and the articles of incorporation, the Company may from time to time by not less than 30 calendar days' notice to the Shareholders redeem all or any portion of the Shares held by the Shareholders at the redemption price denominated in USD. The holders are entitled to receive all dividends declared and paid by the fund. Upon winding up, the holders are entitled to a return of capital based on the net asset value per share of the Fund. 5. CASH AND CASH EQUIVALENTS The Fund did not have any cash equivalents at the balance sheet date. 6. INTEREST INCOME (in USD) 30/06/2006 Interest income arises from: Bank interest income 358.563 358.563 7. RELATED PARTY TRANSACTIONS Investment Management fees The Manager is entitled to an investment management fee of 2% per annum on the monthly net assets under management. The fee is payable monthly and in advance and is calculated by reference to the Valuation Date at the end of the preceding month. The charges for the period for the Investment Management fee were USD 89,917. The Company will pay to the Investment Manager a performance bonus each year at the rate of 20% of the annual increase in Net Asset Value over the higher of an annualised hurdle rate of 5% or based on a 'high water mark' requirement as defined in the placing memorandum. No performance bonus was paid during the period. Directors fees The Board will determine the fees payable to each Director, subject to a maximum aggregate amount of $250,000 per annum being paid to the Board as a whole. The Company will also pay reasonable expenses incurred by the Directors in the conduct of the Company's business including travel and other expenses. The Company will pay for directors and officers liability insurance coverage. The charges for the period for the Directors fees were USD 42,667. 8. CUSTODIAN FEES The custodian will receive a fee of 0,26% per annum of the value of the assets held by it. The custodian will also charge fees for transactions and entitled to charge their out-of-pocket and any third party expenses. The charges for the period for the Custodian fees were USD 13,852. 9. ADMINISTRATION AND ACCOUNTING FEES The Administrator will receive a fee of 0.1% per annum calculated on the basis of the net assets of the Company during the last half year, with fee payable at the end of each half year, subject to an annual minimum amount of 100.000 USD per annum. The charges for the period for the Administration and Accounting fees were USD 5,328. 10. FORMATION EXPENSES The AIM Admission Documents states: All fees and expenses of the Placing and Admission, which will include the fees of the Custodian and Administrator, Admission fees, the fees of and expenses in respect of the incorporation of the Company and the fees of the professional advisors in respect of the preparation of the placing memorandum and all other ancillary documentation, will be paid out of the gross Placing proceeds. The costs and expenses of, and incidental to, the incorporation of the Company, The Placing and Admission will be borne by the Company and will be approximately USD 4.6 million. 11. CONTROLLING PARTY The Directors are not aware of any ultimate controlling party as at 30 June 2006. 12. FAIR VALUE INFORMATION For certain of the Fund's financial instruments not carried at fair value, such as cash and cash equivalents, debtors, prepaid expenses and accrued income and creditors and accrued charges, the carrying amounts approximate fair value due to the immediate or short term nature of these financial instruments. Other financial instruments are measured at fair value on the statement of the net assets attributable to holders of redeemable shares. Fair value estimates are made at a specific point in time, based on market conditions and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgement and therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The above financial information does not constitute statutory accounts. The information for the period has been extracted from the statutory accounts of the Company for the period ended 30 June 2006 which have been audited by the Company's auditors, KPMG (Luxemburg), and whose report thereon is unqualified. This information is provided by RNS The company news service from the London Stock Exchange
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