Tender Offer
Summary by AI BETAClose X
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.
This announcement contains information that is inside information for the purposes of Article 7 of the UK version of Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the Market Abuse Regulation).
15 December 2025
Vietnam Enterprise Investments Limited
("VEIL" or the "Company")
Publication of a Circular
Tender Offer for up to 10 per cent. of the issued share capital of the Company
The Company announces that it has today published a circular to shareholders (the "Circular") which contains details of a tender offer for up to 10 per cent. of the issued share capital of the Company (the "Tender Offer") and an intention to conduct two further tender offers, each for up to a further 10 per cent. of the Company's issued ordinary share capital, to take place within the next 12 months.
The Board proposes to seek Shareholder approval for the repurchases of Ordinary Shares pursuant to the Tender Offer, which will be sought at the General Meeting to be held on 8 January 2026.
Background to, and reasons for the Tender Offer
At the annual general meeting on 18 June 2025, the Company's shareholders voted against a five-yearly discontinuation resolution (Resolution 10) that would have required the Company to wind up effective 31 December 2027. However, more than 20 per cent. of the total votes cast were in favour of the resolution, against the recommendation of the Board.
The Board therefore committed to consult with relevant shareholders in order to understand the reasons behind their voting decision with a view to providing an update within six months, as required by the AIC Code.
Following the AGM, the Board consulted widely with Shareholders representing approximately 60 per cent. of the Company's issued Ordinary Share capital (excluding Ordinary Shares held in treasury). Whilst a significant majority of those Shareholders consulted indicated their continued support for the Company, certain Shareholders indicated a desire to either (a) exit some or all of their holding in the Company, which they are constrained from doing in the secondary market given the discount at which the Ordinary Shares trade, (b) exchange part or all of their holding for shares in an open-ended fund managed by the Investment Manager, or (c) receive a relevant proportion of the Company's portfolio of assets via an in specie distribution.
Accordingly, the Board is seeking to implement a tender offer to purchase up to 10 per cent. of the Ordinary Shares in issue (excluding Ordinary Shares held in treasury), and to give Eligible Shareholders the opportunity to elect to receive cash in respect of their tendered shareholding and/or, in respect of certain qualifying Shareholders, to receive the consideration for their tendered shareholding by way of new shares in an open-ended fund managed by the Investment Manager and/or a pro rata transfer of the Company's portfolio assets.
In order to facilitate liquidity management in the underlying portfolio, the Tender Offer will be limited to a maximum of 10 per cent. of the Ordinary Shares in issue. However, the Board currently intends to conduct two further tender offers, each for up to a further 10 per cent. of the Company's issued ordinary share capital, to take place within the next 12 months (the "Subsequent Tender Offers"), as explained in more detail below. The Board considers that, due to the relatively illiquid nature of the Vietnamese equity market, implementing a series of smaller tender offers is preferable to conducting a single, larger tender offer. This approach is intended to minimise potential disruption to the market and to facilitate effective management of the Company's portfolio.
Investors should note that the implementation and timing of any Subsequent Tender Offers will be entirely at the discretion of the Board. No expectation or reliance should be placed on the Board exercising its discretion to undertake any Subsequent Tender Offer on any particular occasion, within any particular timeframe, or as to the proportion of Ordinary Shares that may be tendered in any such offer. The terms of any Subsequent Tender Offer will be set out in a separate circular at the relevant time and will be subject to a separate shareholder approval if the Board exercises its discretion to offer such Subsequent Tender Offers. Each Subsequent Tender Offer would be conditional inter alia on obtaining the requisite Shareholder authority at the relevant time.
The Tender Price for the Tender Offer will be set at a 3 per cent. discount to the prevailing Adjusted Net Asset Value per Share as at the Calculation Date. The Adjusted Net Asset Value per Share shall be calculated as the Net Asset Value, adding back any Tender Offer Costs that have been reflected in the Net Asset Value as at that date, divided by the number of Ordinary Shares then in issue (excluding any Ordinary Shares held in treasury). This gives Existing Shareholders the ability to realise a portion of their holding at a modest discount to NAV, whilst protecting continuing Shareholders from the costs of implementing the Tender Offer, with the benefit of the discount (after deduction of Tender Offer Costs which will effectively be borne by Tendering Shareholders) accruing to the Company for the benefit of continuing Shareholders. More information on each option is set out in the Circular with a summary provided in Annex I below.
The Board continues to believe that the medium-term investment case for Vietnam remains strong and that the Company represents an attractive access point for investors to gain exposure to the country. Vietnam has generated an average real GDP growth of 6.0 per cent. per annum during the period from 2015 to 2024, supported by a burgeoning middle class, urbanisation, accelerating displacement of State-Owned Enterprises by the private sector, the broadening and deepening of capital markets and the continued expansion of exports. Government policies have largely succeeded in combining growth with stability, as shown by the country's low foreign debt, sound public finances, modest inflation and large external-account surpluses.
Furthermore, the Board believes that the Company, as a listed closed-end investment fund, is an optimal structure and vehicle for international investors to access the Vietnamese public market. The closed-end structure allows the Investment Manager to undertake active long-term investment on a continuous basis, undeterred by market volatility, and undisturbed by sudden inflows and outflows of funds.
The Board believes that the Tender Offer, and any Subsequent Tender Offer, will put the Company in a strong position going forward, enabling it to focus on achieving its investment objective with the support of a committed Shareholder base.
Notwithstanding the Tender Offer and the Subsequent Tender Offers, the Board remains committed to operating an active buyback programme as a means of managing the discount to NAV and to consider future corporate actions, including further returns of capital by way of tender offer, with the intention of targeting a discount to NAV of less than 10 per cent. over the medium term (although share buybacks will be suspended from the date of the Circular until the Tender Offer Closing Date in accordance with the US tender offer rules). Over the past two years, the Company has undertaken significant share buybacks, repurchasing 16.3 million Ordinary Shares in 2024, representing 8.1 per cent. of the total number of Ordinary Shares in issue at the start of that year (excluding Ordinary Shares held in treasury), and 23.7 million Ordinary Shares in 2025 to date, representing 12.8 per cent. of the total number of Ordinary Shares in issue at the start of this year (excluding Ordinary Shares held in treasury).
Investors should note that whether any steps will be taken to implement future corporate actions remains entirely at the discretion of the Board, and no expectation or reliance should be placed on the Board taking such action.
Recommendation
The Board considers that the proposed Tender Offer is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings totalling 253,423 Ordinary Shares.
The Directors do not intend to tender any of their own Ordinary Shares. The Directors make no recommendation to Shareholders as to whether or not they should tender their Ordinary Shares in the Tender Offer or which of the available options they should elect for. Whether or not Shareholders decide to tender their Ordinary Shares will depend, among other factors, on their view of the Company's prospects and their own individual circumstances, including their own tax position. Shareholders who are in any doubt as to the action they should take should consult an appropriate independent professional adviser.
The Circular is available on the Company's website at www.veil.uk.
The Circular will shortly be available for inspection at the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A short "Questions & Answers" document regarding these proposals is available on the Company's website at www.veil.uk.
Expected Timetable
|
|
2025 |
|
Tender Offer opens |
15 December |
|
Record Date for the Tender Offer |
6.00 p.m. on 15 December |
|
Latest date for Qualifying Exchange Shareholders to contact the Investment Manager to participate in the Exchange Option |
5.00 p.m. on 31 December |
|
Latest date for Qualifying In Specie Shareholders to contact the Investment Manager to participate in the In Specie Option |
5.00 p.m. on 31 December |
|
|
2026 |
|
Latest time and date for receipt of Forms of Instruction and electronic proxy appointments for the General Meeting |
9.30 a.m. on 6 January |
|
Latest time and date for receipt of Forms of Proxy for the General Meeting |
9.30 a.m. on 7 January |
|
General Meeting |
9.30 a.m. on 8 January |
|
Results of General Meeting announced |
8 January |
|
Tender Closing Date: latest time and date for receipt of Tender Forms and TTE Instructions |
6.00 p.m. on 15 January |
|
Results of Tender Offer announced |
16 January |
|
Calculation Date |
close of business on 16 January |
|
Tender Price announced |
20 January |
|
CREST accounts credited with unsuccessfully tendered uncertificated Ordinary Shares |
by 22 January |
|
Repurchase of Exit Shares announced |
on or around 22 January |
|
Return of share certificates in respect of unsuccessfully tendered certificated Ordinary Shares and balancing certificates despatched |
by 22 January |
|
Payments through CREST made in respect of the Exit Shares held in uncertificated form |
22 January |
|
Cheques despatched in respect of the Exit Shares held in certificated form |
22 January |
|
Transfer of portfolio assets to Qualifying In Specie Shareholders that have elected for the In Specie Option |
on or shortly after 23 January |
|
Issue of VEF Shares to Qualifying Exchange Shareholders that have elected for the Exchange Option |
on or around 27 January |
All references to times in this announcement are to UK time unless otherwise stated.
The times and dates set out in the expected timetable may be adjusted by the Company at its discretion, in which event details of the new times and/or dates will be notified to Shareholders by an announcement made by the Company through a Regulatory Information Service.
Defined terms used in this announcement shall, unless the context requires otherwise, have the meanings ascribed to them in the Circular.
Enquiries
|
Vietnam Enterprise Investments Limited |
|
Steven Mantle |
|
+44 75537 01237 |
|
|
|
Jefferies International Limited |
|
Stuart Klein |
|
+44 207 029 8703 |
Montfort Communications
Gay Collins, Alex Everett
+44 (0) 7798 626282
LEI: 213800SYT3T4AGEVW864
Annex I
The Tender Offer
Introduction and Summary
Shareholders are being invited by the Company to tender up to 10 per cent. of the Ordinary Shares in issue on the Record Date (excluding Ordinary Shares held in treasury). The Tender Offer is open only to Eligible Shareholders on the Register as at the Record Date, being 6.00 p.m. on 15 December 2025. Any shareholding that is not recorded on the Register on the Record Date will not be eligible to participate in the Tender Offer.
Eligible Shareholders will be able to tender up to 10 per cent. of the Ordinary Shares registered in their name on the Register as at the Record Date (the "Basic Entitlement"), rounded down to the nearest whole number of Ordinary Shares. Eligible Shareholders tendering up to their Basic Entitlement will have their election satisfied in full. Registered Eligible Shareholders who hold Ordinary Shares on the Record Date for multiple beneficial owners may decide allocations among such beneficial owners at their own discretion.
Eligible Shareholders may tender Ordinary Shares in excess of their Basic Entitlement (an "Excess Application"), with such Excess Applications being satisfied if there are sufficient remaining Available Shares. Such remaining Available Shares will be apportioned to Eligible Shareholders pro rata to their Excess Applications should other Eligible Shareholders not tender the full amount of their Basic Entitlement and as a result of certain Overseas Shareholders not being permitted to participate in the Tender Offer.
The Tender Offer will include a Cash Exit Option, an Exchange Option and an In Specie Option.
Cash Exit Option
Eligible Shareholders may elect for the Cash Exit Option, pursuant to which they will receive cash in respect of successfully tendered Cash Exit Shares in an amount equal to the Tender Price multiplied by the relevant number of Cash Exit Shares.
Eligible Shareholders on the Register on the Record Date electing for the Cash Exit Option will be invited to tender for sale some or all of their Ordinary Shares to the Company, which will purchase validly tendered Cash Exit Shares (subject to the overall limits of the Tender Offer) at the Tender Price by way of an on-market transaction on the main market of the London Stock Exchange.
Exchange Option
Qualifying Exchange Shareholders will be permitted to elect for the Exchange Option, pursuant to which they will receive, in respect of successfully tendered Exchange Exit Shares, the Tender Price in cash and will have committed pursuant to the VEF Subscription Agreement to use such cash to subscribe for C shares in the Vietnam Equity Fund ("VEF Shares"), at the prevailing VEF Share Subscription Price, with a value (on the relevant subscription date) equal to the Tender Price multiplied by the aggregate number of Exchange Exit Shares.
Qualifying Exchange Shareholders on the Register on the Record Date electing for the Exchange Option will be invited to tender for sale some or all of their Ordinary Shares to the Company, which will purchase validly tendered Exchange Exit Shares (subject to the overall limits of the Tender Offer) at the Tender Price by way of an on-market transaction on the main market of the London Stock Exchange.
The key features of the Vietnam Equity Fund and certain key risks associated with the Vietnam Equity Fund are set out in the Circular. Shareholders should also refer to the VEF Prospectus, the VEF KIID and the VEF PRIIP KID, which are available to download at https://www.dragoncapital.com/vef/. Please note that the Board takes no responsibility for the contents of the VEF Prospectus, the VEF KIID or the VEF PRIIP KID or any summary thereof in the Circular.
The Exchange Option is available only to "Qualifying Exchange Shareholders" being Eligible Shareholders that: (i) are not VEF Restricted Persons; (ii) are resident or domiciled in a VEF Distribution Jurisdiction; (iii) agree to subscribe for the VEF Minimum Holding; and (iv) agree to enter into, and provide, the relevant documentation required to subscribe for VEF Shares, including, without limit, a VEF Subscription Agreement and a VEF Application Form.
An election by a Qualifying Exchange Shareholder for the Exchange Option will instead be deemed to be an election for the Cash Exit Option in any of the following circumstances: (i) the relevant Shareholder fails to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as the Investment Manager and/or the VEF Administrator (in their absolute discretion) may require in connection with the election for the Exchange Option; (ii) the relevant Shareholder fails to make payment in full of the subscription monies for the relevant VEF Shares by the specified deadline; (iii) the Directors, in consultation with the Investment Manager, determine that legal, regulatory or operational constraints make it impractical or impossible to effect settlement of the Exchange Option; or (iv) the aggregate number of Ordinary Shares elected for under the Exchange Option would, in the opinion of the Directors, in consultation with the Investment Manager, result in it being impractical or impossible for the Company to effect settlement of the Exchange Option.
In Specie Option
Qualifying In Specie Shareholders will be permitted to elect for the In Specie Option, pursuant to which they will receive, in respect of successfully tendered In Specie Exit Shares, the Tender Price in cash and will have committed pursuant to the Share Sale Agreement to use such cash to acquire a pro rata share of all the securities within the Company's portfolio, with a value equal to the Tender Price multiplied by the aggregate number of In Specie Exit Shares.
Qualifying In Specie Shareholders on the Register on the Record Date electing for the In Specie Option will be invited to tender for sale some or all of their Ordinary Shares to the Company, which will purchase validly tendered In Specie Exit Shares (subject to the overall limits of the Tender Offer) at the Tender Price by way of an on-market transaction on the main market of the London Stock Exchange.
The In Specie Option is available only to "Qualifying In Specie Shareholders" being Eligible Shareholders that: (i) would be categorised as "professional clients" or "eligible counterparties" pursuant to Chapter 3 of the FCA's Conduct of Business Sourcebook (www.handbook.fca.org.uk/handbook/cobs3); (ii) can demonstrate to the Company's satisfaction that they are capable of taking custody of a pro rata share of the Company's portfolio; and (iii) agree to enter into the relevant documentation required to effect the lawful transfer of a pro rata share of the Company's portfolio, including, without limit, a Share Sale Agreement on terms substantially similar to those set out in the Circular.
The offer of underlying securities in the Company's portfolio to Shareholders other than "professional clients" or "eligible counterparties" would require the Company to comply with onerous legislation. Accordingly, the In Specie Option is not being made available to retail investors or to any other Shareholders that do not meet all three criteria set out above to be a Qualifying In Specie Shareholder.
An election by a Qualifying In Specie Shareholder for the In Specie Option will instead be deemed to be an election for the Cash Exit Option in any of the following circumstances: (i) the relevant Shareholder fails to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as the Investment Manager and/or the Company (in their absolute discretion) may require in connection with the election for the In Specie Option; (ii) the Directors, in consultation with the Investment Manager, determine that legal, regulatory or operational constraints make it impractical or impossible to effect settlement of the In Specie Option; or (iii) the aggregate number of Ordinary Shares elected for under the In Specie Option would, in the opinion of the Directors, in consultation with the Investment Manager, result in it being impractical or impossible for the Company to effect settlement of the In Specie Option.
Asset Allocation and Settlement Mechanics
Cash Exit Option
Following the Calculation Date, cash from the Company's portfolio will be allocated to the Cash Exit Pool in an amount equal to the Tender Price multiplied by the number of Cash Exit Shares.
Asset realisations will be based on expected elections for the Cash Exit Option and will be undertaken by the Investment Manager. The Investment Manager will develop a plan for asset realisations, duly considering the interests of all Shareholders, and discuss those plans with the Board. This approach allows the Investment Manager to select which assets to sell and to determine the timing of such sales, taking into account prevailing market conditions and liquidity, with the aim of achieving the best possible outcome for Shareholders. The Board, based on the advice of the Investment Manager, considers this approach preferable to a pro rata realisation of portfolio assets, which would require the sale of a fixed proportion of each holding in the Company's portfolio and could result in less favourable prices on disposal, due to the conduct of third party market participants and/or the forced sale of less liquid assets.
If cash in the portfolio is insufficient to meet the requirements of the Cash Exit Pool following the Tender Closing Date, the Investment Manager will realise additional assets ahead of the Calculation Date, and/or utilise the Company's existing credit facility, to generate the necessary funds.
Shareholders that have successfully tendered their Ordinary Shares under the Cash Exit Option will receive cash in an amount equal to the number of Cash Exit Shares successfully tendered multiplied by the Tender Price. Cash payments through CREST are expected to be made in respect of Cash Exit Shares held in uncertificated form on 22 January 2026. Cheques in respect of Cash Exit Shares held in certificated form are expected to be despatched on 22 January 2026.
Exchange Option
Following the Calculation Date, the Exchange Pool will be allocated a pro rata share of all of the securities within the Company's portfolio, with a total value (based on the Net Asset Value of the Company as at the Calculation Date) equal to the Tender Price multiplied by the aggregate number of Exchange Exit Shares.
Although the Company intends to allocate securities to the Exchange Pool on a strictly pro rata basis, it reserves the right to exclude from such allocation any stock whose listing has been suspended or which the Directors consider inappropriate for transfer to the Exchange Pool (for example, stocks subject to corporate actions).
Following such allocation, Shareholders who have successfully tendered their Ordinary Shares under the Exchange Option will receive cash in an amount equal to the Tender Price multiplied by the relevant number of Exchange Exit Shares. The Company expects to utilise its existing credit facility to fund these cash payments. Cash payments through CREST are expected to be made in respect of Exchange Exit Shares held in uncertificated form on 22 January 2026.
Following receipt of such cash, and in accordance with the VEF Subscription Agreement entered into by the relevant Qualifying Exchange Shareholder, such Shareholder will then be required to pay an equivalent amount of cash to DC Developing Markets Strategies to subscribe for C shares in the Vietnam Equity Fund at the prevailing VEF Share Subscription Price. The VEF Shares will be issued to Tendering Shareholders electing for the Exchange Option on the Exchange Settlement Date, which is currently expected to be on or around 27 January 2026. VEF may issue fractional VEF Shares to satisfy fractional entitlements of Qualifying Exchange Shareholders.
The Company has entered into the VEF Share Purchase Agreement with DC Developing Markets Strategies dated 15 December 2025, pursuant to which VEF has agreed to purchase assets in the Exchange Pool from the Company for an amount equal to the aggregate subscription monies received by VEF from Qualifying Exchange Shareholders (equal the Tender Price multiplied by total number of Exchange Exit Shares) based on the value of the Exchange Pool on the date of purchase (calculated in accordance with the valuation policies and procedures of DC Developing Markets Strategies). The purchase of assets by VEF is expected to take place shortly after the Exchange Settlement Date.
The valuation policies and procedures of DC Developing Markets Strategies are substantially the same as those of the Company. Accordingly, the value of the Exchange Pool determined by DC Developing Markets Strategies on the date of purchase is expected to be materially the same as the value determined by the Company on that date, and the purchase of the Exchange Pool by VEF should therefore have no impact on the Company's Net Asset Value.
The effect of these mechanics is that: (a) Shareholders who successfully tender their Ordinary Shares under the Exchange Option will receive VEF Shares equivalent in value to the Tender Price multiplied by the number of such Ordinary Shares; and (b) a corresponding pro rata portion of the Company's portfolio assets will then be transferred to VEF.
In Specie Option
Following the Calculation Date, the In Specie Pool will be allocated a pro rata share of all the securities within the Company's portfolio, with a total value (based on the Net Asset Value of the Company as at the Calculation Date) equal to the Tender Price multiplied by the aggregate number of In Specie Exit Shares.
Although the Company intends to allocate securities to the In Specie Pool on a strictly pro rata basis, it reserves the right to exclude from such allocation any stock whose listing has been suspended or which the Directors consider inappropriate for transfer to the In Specie Pool (for example, stocks subject to corporate actions).
Following such allocation, Shareholders who have successfully tendered their Ordinary Shares under the In Specie Option will receive cash in an amount equal to the Tender Price multiplied by the relevant number of In Specie Exit Shares. The Company expects to utilise its existing credit facility to fund these cash payments. Cash payments through CREST are expected to be made in respect of In Specie Exit Shares held in uncertificated form on 22 January 2026.
Following receipt of such cash, and in accordance with the Share Sale Agreement between the Company and the relevant Qualifying In Specie Shareholder, such Shareholder will then be required to pay an equivalent amount of cash back to the Company in order to purchase a relevant proportion of the securities in the In Specie Pool, in proportion to the number of In Specie Exit Shares successfully tendered by them.
The portfolio assets in the In Specie Pool will be transferred to Tendering Shareholders electing for the In Specie Option on the In Specie Settlement Date, which is currently expected to be on or shortly after 23 January 2026.
The effect of these mechanics is that Shareholders who successfully tender their Ordinary Shares under the In Specie Option will receive a relevant proportion of the portfolio assets in the In Specie Pool, with a value equal to the Tender Price multiplied by the number of such Ordinary Shares.
Costs of the Tender Offer
The fixed costs and expenses relating to the Tender Offer, including all legal, tax and other advisory costs, are expected to be approximately US$753,000 including VAT, where applicable.
In addition to the fixed costs, the Company will incur variable costs and expenses, including the cost of realising assets in order to fund the Cash Exit Pool, interest payments on any use of the Company's credit facility to fund cash payments, and the amount of any broker fees, transfer taxes or registration taxes that the Company as transferor is required to pay in relation to the transfer of portfolio assets to Qualifying In Specie Shareholders in connection with the In Specie Option or to VEF in connection with the Exchange Option. No UK stamp duty is expected to be payable by the Company on the repurchase of Ordinary Shares by the Company.
The amount of the variable costs will depend on, inter alia, the number of Ordinary Shares tendered pursuant to the Tender Offer; the split of elections between the Cash Exit Option, the Exchange Option and the In Specie Option; and the value of the assets being realised and/or transferred pursuant to the Tender Offer.
However, the Tender Offer Costs have been factored into the 3 per cent. discount to Adjusted Net Asset Value per Share at which the Tender Price has been set. This approach is intended to ensure that these costs are not borne by continuing Shareholders.
A Qualifying In Specie Shareholder electing for the In Specie Option will be responsible for any brokerage costs (whether UK or non-UK) relating to assets transferred to them, to the extent such costs are payable by the transferee.
Conditions of the Tender Offer
The Tender Offer is conditional on Shareholder approval of the Resolution, which will be sought at the General Meeting. The Tender Offer is subject to certain further conditions, and may be suspended or terminated in certain circumstances, as set out in the Circular.
Shareholders' attention is drawn to the Circular which, together with the Tender Form (for Shareholders holding Ordinary Shares in certificated form), the Share Sale Agreement (for Qualifying In Specie Shareholders) and the VEF Subscription Agreement and VEF Application Form (for Qualifying Exchange Shareholders) constitutes the terms and conditions of the Tender Offer. Details of how to tender Ordinary Shares can be found in the Circular.
Shareholders should note that, once tendered, those Ordinary Shares may not be sold, transferred, charged, lent or otherwise disposed of other than in accordance with the Tender Offer.
IMPORTANT INFORMATION
The person responsible for arranging for the release of this announcement on behalf of Vietnam Enterprise Investments Limited is Dragon Capital Management (HK) Limited.
This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any ordinary shares in the Company in any jurisdiction.
This announcement does not contain all the information set out in the Circular. Shareholders should read the Circular in full before deciding what action to take in respect of the General Meeting and the Tender Offer.
The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance should not be considered a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "might", "will" or "should" or, in each case, their negative or other variations or similar expressions. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, and objectives, are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Subject to its legal and regulatory obligations, the Company expressly disclaims any obligations or undertaking to update or revise any forward-looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority.
Notice of US Shareholders
The Tender Offer relates to securities in a non-US company registered in the Cayman Islands and listed on the London Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects. The Circular has been prepared in accordance with UK style and practice for the purpose of complying with the laws of the Cayman Islands and the rules of the FCA and of the London Stock Exchange, and US Shareholders should read this entire Circular. The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. The Tender Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Exchange Act and otherwise in accordance with the requirements of the rules of the FCA and the London Stock Exchange. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements that are different from those applicable under US domestic tender offer procedures and law. The Company is not listed on a US securities exchange, is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the SEC thereunder.
It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the United States and its officers and directors reside outside the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.
To the extent permitted by applicable law and in accordance with normal UK practice, the Company or any of its affiliates, may make certain purchases of, or arrangements to purchase, Ordinary Shares outside the United States during the period in which the Tender Offer remains open for acceptance, including sales and purchases of Ordinary Shares effected by Jefferies acting as market maker in the Ordinary Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the Exchange Act by virtue of Rule 14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must comply with the applicable English law and regulation, including the UK listing rules of the FCA, and the relevant provisions of the US Exchange Act. In addition, in accordance with normal UK market practice, Jefferies and its affiliates may continue to act as market makers in the Ordinary Shares and may engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed as required in the UK and the United States and, if required, will be reported via the Regulatory Information Service and available on the London Stock Exchange website at http://www.londonstockexchange.com.
The receipt of cash or securities pursuant to the Tender Offer may be a taxable transaction for US federal income tax purposes. In addition, holders may be subject to US backup withholding and information reporting on payments with respect to the Tender Offer made (or deemed made) within the United States.
Neither the Tender Offer nor the Circular have been approved, disapproved or otherwise recommended by the SEC, any US state securities commission or any other US regulatory authority, nor have such authorities passed upon the merits or fairness of the Tender Offer or determined the adequacy of the information contained in the Circular. Any representation to the contrary is a criminal offence.
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