Vietnam Holdings Regulatory News (VNH)

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 Philip Peter Scales, aged 67

* 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.

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