Publication of Circular

RNS Number : 5916B

VietNam Holding Limited

04 April 2017

 

4 April 2017

VietNam Holding Limited

(the "Company")

Publication of Circular

Following the Company's announcement of 28 March 2017, the Directors of the Company have decided to recommend to shareholders and warrant holders that the term of the warrants, which were issued by the Company through a bonus issue completed on 5 June 2015 (the "Warrants"), be extended through the creation of an additional exercise date for the Warrants of 1 November 2017.

Under the terms of the Warrant Instrument, the creation of an additional exercise date for the Warrants requires the approval of the holders of Warrants at an extraordinary general meeting. As this proposal will also extend the period of time during which the existing ordinary shares in the Company may be diluted by the exercise of the Warrants, the Company will also seek shareholder approval for the proposal at an extraordinary general meeting of shareholders.   

The Company has today published a circular (the "Circular") to its shareholders and warrant holders giving notice of their respective extraordinary general meetings which will both be held at the offices of Collas Crill, Second Floor, Willow House, Cricket Square, George Town, Grand Cayman, Cayman Islands on 21 April 2017. The shareholder meeting will be held at 10 a.m. (Cayman Islands time) and the warrant holder meeting will be held at 11 a.m. (Cayman Islands time).

An electronic copy of the Circular will shortly be available from the Company's website at http://www.vietnamholding.com/investor-relations/shareholder-circular.  

For more information please contact:

VietNam Holding Asset Management Limited
Investor Relations

Gyentsen Zatul
Telephone: [phone]

[e-mail]
www.vietnamholding.com

Smith & Williamson Corporate Finance Limited
Nominated Adviser

Azhic Basirov/Ben Jeynes
Telephone: [phone]

Winterflood Investment Trusts
Broker

Joe Winkley/Neil Langford
Telephone: [phone]

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014). Upon the publication of this announcement via Regulatory Information Service this inside information is now considered to be in the public domain.

Capitalised terms not otherwise defined in the text of this announcement have the meanings given to them in the Circular.

Introduction

The Company announced on 28 March 2017 that it was proposing the creation of an additional Exercise Date for the Warrants of 1 November 2017.

Reasons for the proposed creation of an additional Exercise Date

Notwithstanding the estimated 6.3 per cent. increase in net asset value per Share in the 2017 calendar year to date, recent movements in the Company's Share price mean that the exercise price of the Warrants of USD 1.998 is no longer as attractive, in the short term, against the current market price of the Shares. However, the Board believes that the current Vietnamese market conditions have created attractive investment opportunities for the Company.

The Board further believes that the fundamentals of the Vietnam stock market remain sound, supported by the country's macro stability, together with the increasing market openness and accessibility.  The liberalization of the Foreign Ownership Limit in Vietnam and the improved pace of equitization of State-owned Enterprises through the public listings on the local stock exchanges in the past year have helped strengthen the prospect of equity investments in Vietnam. The Board considers that these positive developments may, in the coming year, pave the way for the local market to be further integrated into the investable universe of emerging markets, attracting potentially significant investor interest on a global scale. Taking into account that certain investments in the Company's portfolio are considered by the Company to be undervalued at the current time, the Board considers that deferring the final Exercise Date of the Warrants to 1 November 2017, through the creation of the additional Exercise Date, may allow the portfolio and NAV per Share sufficient time to increase in value.

The additional Exercise Date

If the Proposal is approved by Shareholders and Warrant Holders the Warrant Instrument will be amended to provide for a new Exercise Date of 1 November 2017, in addition to the existing remaining Exercise Date of 1 June 2017. Other than the inclusion of the additional Exercise Date and the necessary consequential changes, no amendments will be made to the Warrant Instrument. In particular, the Exercise Price of USD 1.998 will remain unchanged.

Treasury Shares

The Company currently holds 10,482,785 Shares in treasury. The Board confirms that, in the light of the Proposal, the Board does not intend to sell any Shares held in treasury under the existing Shareholder authority. Shareholders will be asked to renew the Share buy-back authority at the next AGM. It is the intention of the Board to recommend that Shares bought back under this authority will be cancelled and will not be held in treasury. Further the Board intends to cancel all Shares held in treasury at that time.

Recommendation

The Board unanimously recommends that Shareholders and Warrant Holders vote in favour of the Resolutions to be put to the Shareholder EGM and the Warrant Holder EGM, as the Directors intend to do in respect of their own beneficial holdings of Shares, representing approximately 0.19 per cent. of the Company's Shares in issue.

 

END

 

 

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