Result of Tender Offer

Vietnam Enterprise Investments Ltd

16 January 2026

 

16 January 2026

Vietnam Enterprise Investments Limited

("VEIL" or the "Company")

Result of Tender Offer

The Board of Vietnam Enterprise Investments Limited is pleased to announce the results of the Tender Offer for up to 10 per cent. of the Company's issued share capital, details of which were set out in a circular to Shareholders published by the Company on 15 December 2025 (the "Circular"). The Tender Offer was approved by Shareholders at a general meeting of the Company held on 8 January 2026 and closed at 6.00 p.m. (UK time) on 15 January 2026.

A total of 109,734,103 Ordinary Shares, representing 68.12 per cent. of the Ordinary Shares in issue as at the Record Date (excluding Ordinary Shares held in treasury), were validly tendered under the Tender Offer, of which a total of 83,225,801 Ordinary Shares were validly tendered under the Cash Exit Option and 26,508,302 Ordinary Shares were validly tendered under the In Specie Option. As a result, the Tender Offer was oversubscribed.

Following a scale back exercise, Shareholders who validly tendered a percentage of Ordinary Shares greater than their Basic Entitlement will have 1.58 per cent. of such Excess Application satisfied in accordance with the process described in the Circular.

Shareholders who validly tendered Ordinary Shares at or below their Basic Entitlement shall have all such Ordinary Shares purchased by the Company.

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 of 16 January 2026, expected to be announced on 19 January 2026.

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 or around 21 January 2026.

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. Cash payments through CREST are expected to be made in respect of In Specie Exit Shares held in uncertificated form on or around 21 January 2026. Such shareholders have committed to use such cash to acquire their share of the In Specie Pool, in accordance with the terms of the Tender Offer.

Expected Remaining Timetable

Calculation Date Tender Price announced	close of business on 16 January 2026 19 January 2026
CREST accounts credited with unsuccessfully tendered uncertificated Ordinary Shares	by 21 January 2026
Repurchase of Exit Shares announced	on or around 21 January 2026
Payments through CREST made in respect of the Exit Shares held in uncertificated form	on or around 21 January 2026
Transfer of portfolio assets to Qualifying In Specie Shareholders that have elected for the In Specie Option	on or around 22 January 2026

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

[phone]

[e-mail]

Jefferies International Limited

Stuart Klein

[phone]

[e-mail]

Montfort

Gay Collins

[phone]

[phone]

[e-mail]

LEI: 213800SYT3T4AGEVW864

Notice for 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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