Vietnam Infrastructure Regulatory News (VNI)

Vietnam Infrastructure Limited

Audited financial results for the six months ended 31 December 2015

Vietnam Infrastructure Limited ("VNI" or "the Company"), the first publicly traded fund to focus on investment into infrastructure assets in Vietnam, today announces its interim results for the six months ended 31 December 2015 ('the period').

Financial highlights:

· Net Asset Value ("NAV"):

· Listed Portfolio Shares: USD54.6 million

· Private Equity Shares: USD94.7 million

· NAV per share:

· Listed Portfolio Shares: USD0.31

· Private Equity Shares: USD0.27

Operational highlights:

· Shortly after the end of the interim period, in February 2016, the Company held its second tender offer, in which 38.7% of the Company's Listed Portfolio Shares were validly tendered, totalling 67,828,807 Listed Portfolio Shares.

· In February 2016, the Company announced that it has divested its stake in Vietnam Aircraft Leasing Joint Stock Company ("VALC"). The Company sold its entire stake in VALC to a domestic investor, resulting in USD8.4 million in proceeds received by the Company. The divestment is in line with the exit strategy for VNI's private equity portfolio, and the proceeds of the transaction will be used to make capital distributions to shareholders.

Notes to Editors:

VinaCapital is a leading investment management and real estate development firm headquartered in Vietnam, with a diversified portfolio of USD1.3 billion in assets under management.

Founded in 2003, VinaCapital boasts an unrivalled local network, providing the company with access to unique investment opportunities. VinaCapital's mission is to continue to offer institutional solutions for a variety of clients that can best extract the dynamic development taking place in Vietnam and the ASEAN region as a whole. This mission is instilled in each of VinaCapital's industry-leading asset class teams covering capital markets, private equity, fixed income, venture capital, real estate and infrastructure.

VinaCapital has managed three closed-end funds trading on the AIM Market of the London Stock Exchange, VinaCapital Vietnam Opportunity Fund Limited, VinaLand Limited and Vietnam Infrastructure Limited. In addition, VinaCapital co-manages the DFJ VinaCapital L.P. technology venture capital fund with Draper Fisher Jurvetson and also holds a stake in VinaWealth, a locally incorporated fund management company. Further, VinaCapital manages an open ended UCITS fund called the Forum One - VCG Partners Vietnam Fund, Vietnam's largest open-ended UCITS-compliant fund.

VinaCapital employs a bottom-up, fundamental analysis approach to valuation within a disciplined risk management framework, and possesses one of Vietnam's leading in-house research teams to uncover value opportunities.

With offices in Ho Chi Minh City, Hanoi, Danang and Singapore, VinaCapital offers insight, expertise and an on the ground presence unrivalled in the ASEAN region. For more information about VinaCapital, please visit www.vinacapital.com or reach out directly to info@vinacapital.com.

The financial statements will be posted to shareholders and are available on the Company's website at www.vinacapital.com/vni

 Enquiries:

Jeremy Greenberg

VinaCapital Investment Management Limited

Investor Relations

+84 8 3821 9930

jeremy.greenberg@vinacapital.com

Joel Weiden

VinaCapital Investment Management Limited

Communications

+84 8 3821 9930

joel.weiden@vinacapital.com

Philip Secrett

Grant Thornton UK LLP, Nominated Adviser

+44 (0)20 7383 5100

philip.j.secrett@uk.gt.com

David Benda / Hugh Jonathan

Numis Securities Limited, Broker

+44 (0)20 7260 1000

funds@numis.com

Daniel Jason

Peregrine Communications, Public Relations (London)

+44 (0) 20 3040 0872

daniel.jason@peregrinecommunications.com

Dear Shareholders,

With the restructuring of the Company completed, we shifted our focus to the next phase of our business plan during the second half of FY2015, namely the divestiture of our remaining private equity assets. On behalf of your Board of Directors, I am pleased to provide this update on our progress to date.

Unlike other emerging and frontier markets, Vietnam ended 2015 on a high note, posting strong GDP growth of 6.7%, robust Foreign Direct Investment of USD14.5 billion and minimal inflation. That momentum is expected to continue into 2016, with Bloomberg forecasting Vietnam to have the second highest GDP growth in the world, following India. The significant changes with respect to foreign stock ownership that were announced during 2015 look set to play out this year, as more companies seek to raise their foreign ownership limits and attract international investors. Further, the government has announced the equitization of a number of noteworthy companies, which should draw interest if they proceed as planned. We are optimistic that these positive factors make the year ahead a good period to realize value from the sale of our private equity holdings.

Fund Performance

From 30 June 2015 to 31 December 2015 the Company's total audited Net Asset Value (NAV) decreased 26.3% from USD202.5 million to USD149.3 million. The decline is largely the result of the Company holding its first tender offer on 17 August 2015 during which approximately USD48.1 million of assets were returned to shareholders in the form of Class A VVF Shares (see below).

In July 2015, the Company successfully separated the private equity and listed assets of its portfolio into two distinct pools, referred to as the Private Equity Portfolio and the Listed Portfolio, respectively. Following the separation, each pool of assets is represented by a separate share class each with its own NAV per share and share price. On 21 July 2015, the Company's ordinary shares were re-designated as Private Equity Shares (AIM ticker: VNI) representing the Company's Private Equity Portfolio, and concurrently a bonus issue of new Listed Portfolio Shares was given to shareholders on a one-for-one basis representing the Company's Listed Portfolio. On 27 July 2015, these Listed Portfolio Shares (AIM ticker: VNIL) were admitted to trading on the AIM market.

Between 27 July 2015 and 31 December 2015, the NAV per share of the Private Equity Shares decreased 9.0% from USD0.2972 to USD0.2705, while the NAV per share of the Listed Portfolio Shares increased 3.9% from USD0.3001 to USD0.3117. During the same period the share price of the Private Equity Shares decreased 16.7% from USD0.2400 to USD0.2000, while the share price of the Listed Portfolio Shares decreased 3.3% from USD0.2675 to USD0.2588.

Reclassification of Shareholders' Equity

The separation of the Company's portfolio and the terms associated with the Private Equity Shares and Listed Portfolio Shares has meant that all of the Company's outstanding share capital has been reclassified to liabilities in the condensed interim balance sheet at 31 December 2015. The rationale for this is that under International Accounting Standard ("IAS") 32 they meet the definition of financial liabilities because the Private Equity Shares give the holders the right to receive cash distributions and Listed Portfolio Shares are subject to mandatory repurchase in August 2016 in return for VVF shares. Accordingly, as at 31 December 2015, both the Private Equity Shares and Listed Portfolio Shares were classified as financial liabilities of the Company.

Tender Offer Progress

On 17 August 2015 the Company held its first tender offer in which 175,110,547 Listed Portfolio Shares were repurchased and cancelled by the Company, USD48.1 million of assets have been returned to shareholders in the form of 4,932,837.172 Class A VVF Shares, which were transferred to tendering holders of Listed Portfolio Shares. The Company repurchased the Listed Portfolio Shares at a price of USD0.2747 per Listed Portfolio Share (being a discount of 4 per cent to the NAV per Share on 17 August 2015).

On 17 February 2016 the Company held its second tender offer in which 67,828,807 Listed Portfolio Shares were repurchased and cancelled by the Company. The Company repurchased the Listed Portfolio Shares at a price of USD0.2932 per Listed Portfolio Share (being a discount of 2 per cent to the NAV per Share on 17 February 2016) and in exchange for the repurchase, the Company transferred 2,021,077.867 Class A VVF Shares to the tendering holders of Listed Portfolio Shares. Following the completion of this second tender offer a further USD19.9 million of assets has been returned to shareholders in the form of Class A VVF Shares.

Holders of Class A VVF Shares can now redeem all or part of their shareholding by applying to redeem their Class A VVF Shares in accordance with the requirements set out in the Forum One Prospectus, VVF Data Sheet and VVF investor pack, which is available on the website of VinaWealth Fund Management JSC (the investment manager to VVF) at http://www.vinawealth.vn/en/vinacapital-fund/.

I would like to remind holders of Listed Portfolio Shares that on 17 August 2016 all remaining Listed Portfolio Shares in issue will be compulsorily repurchased by the Company at no discount to the then current NAV per Share of the Listed Portfolio Shares in consideration for the transfer of Class A VVF Shares. Following the compulsory repurchase of the Listed Portfolio Shares no Listed Portfolio Shares will remain in issue and the admission of the Listed Portfolio Shares to trading on AIM will be cancelled. Prior to this date, the Company will distribute to the holders of Listed Portfolio Shares a circular containing the formal terms and details of the tender.

Private Equity Divestment Progress

The Company has made steady progress in divesting its private equity investments. In August 2015 the Company divested its stakes in Hanoi Electrical Equipment Mechanical Engineering Joint Stock Company and Muong Kim Hydropower for proceeds of USD757,000 and in September 2015 the Company sold its stake in Nam Viet Oil Refinery and Petrochemicals Joint Stock Company for USD825,000.

On 17 February 2016 the Company successfully divested its 11.65% stake in Vietnam Aircraft Leasing Joint Stock Company for USD8.4 million. The Company continues to focus on maximizing the value of its remaining private equity investments, and has held discussions with several parties with respect to those investments. The Company and the Board of Directors are committed to returning capital to the holders of Private Equity Shares and continue making progress on its divestment timeline.

Macroeconomic Outlook

The global markets have started 2016 with a great deal of turmoil, and Vietnam has not been immune from that. Nevertheless, the macroeconomic indicators in the country continue to be amongst the strongest in the world, and we are hopeful that this positive environment will enable the Company to make further progress toward meeting our goals and realizing value for shareholders.

Thank you for your continued support in the year ahead.

Rupert Carington

Chairman

Vietnam Infrastructure Limited

24 March 2016

CONDENSED INTERIM CONSOLIDATED BALANCE SHEET

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE SHARES

CONDENSED INTERIM CONSOLIDATED INCOME STATEMENT

CONDENSED Interim CONSOLIDATED Statement of COMPREHENSIVE INCOME

(*) These represent reserves provided on profit after tax of the Group's subsidiaries as required by local regulations.

CONDENSED Interim CONSOLIDATED Statement oF CASH FLOWS

During the period, major non-cash transactions included the reclassification of assets and liabilities of a subsidiary to assets and liabilities classified as held for sale amounting to USD33.3 million and USD 14.7 million, respectively; and the repurchase of Listed Portfolio Share of USD48.1million in exchanging for VVF units.

1. GENERAL INFORMATION

Vietnam Infrastructure Limited ("the Company") is a limited liability company incorporated in the Cayman Islands. The registered office of the Company is PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

The Group's original principal activity is to invest in a diversified portfolio of entities owning infrastructure projects and assets primarily in Vietnam. The Group mainly invests and holds equity and debt instruments in unquoted companies that themselves hold, develop or operate infrastructure assets. The Group may also invest in entities whose shares or other instruments are listed on a stock exchange, or traded on over-the-counter ("OTC") markets and in other funds that invest in infrastructure projects or assets.

Following shareholders' approval of the proposals to restructure the Company on 22 July 2015 the listed and private equity components of VNI's portfolio were separated into two distinct pools, the Listed Portfolio and the Private Equity Portfolio. Each pool of assets is represented by a separate share class which has been listed on the London Stock Exchange's Alternative Investment Market ("AIM") under the tickers VNIL and VNI, respectively. The Listed Portfolio assets were contributed with any surplus cash to Forum One-VCG Partners Vietnam Fund ("VVF"), a newly established sub-fund of Forum One, a Luxembourg open-ended investment company or SICAV ("Forum One") for consideration of 10,242,351 Class A VVF shares at the subscription price of USD10 per Class A VVF share. These shares have been and will be progressively distributed to VNIL shareholders over 12 months to August 2016.

VVF is able to invest in a wide range of assets, including shares, corporate and government bonds, and other types of securities and derivatives. It however has a particular focus on investing in listed equities, across all sectors, primarily those issuers that are (i) listed, traded or dealt on the Ho Chi Minh Stock Exchange and the Hanoi Stock Exchange; or (ii) those issuers that carry out a substantial part of their economic activity in Vietnam and are listed, traded or dealt in on stock exchanges worldwide.

The Company has ceased making new private equity investments unless additional funds are required for existing investments within the Private Equity Portfolio. The Private Equity Portfolio has an objective of being realised by June 2017. The exit proceeds from the sale of private equity assets and surplus net cash-flows will, subject to their election, be distributed to the shareholders of Private Equity Shares in cash, else through VVF units distributed in specie.

The condensed interim consolidated financial statements for the six-month period ended 31 December 2015 were approved for issue by the Board of Directors on 24 March 2016.

The condensed interim consolidated financial statements have been reviewed, not audited.

2 BASIS OF PREPARATION

These condensed interim consolidated financial statements for the six-month period ended 31 December 2015 have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting" as issued by the International Accounting Standards Board ("IASB"). They do not include all of the information required in the annual financial statements which are prepared in accordance with International Financial Reporting Standards ("IFRS"). Accordingly, these financial statements are to be read in conjunction with the annual financial statements of the Group for the year ended 30 June 2015.

3 ACCOUNTING POLICIES

The accounting policies adopted are consistent with those of the previous financial year ended 30 June 2015, except additional accounting policies as described below.

The AIM Rules for Companies require comparative figures for the balance sheet for the corresponding period end in the preceding financial year which differs to IAS 34 which requires comparative figures for the balance sheet for the immediately preceding financial year end. The Group continues to elect to report in accordance with IAS 34 and as such has agreed with the London Stock Exchange a derogation from the above requirement of the AIM Rules for Companies in order to comply with IAS 34.

New significant accounting policies

(a) Assets (or disposal group) and liabilities held for sale

Assets (or disposal group) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable at the reporting date. They are presented separately in the condensed interim consolidated balance sheet. They are measured at the lower of their carrying amounts immediately prior to their classification as held for sale and their fair values less costs to sell. Assets held for sale are not subject to depreciation or amortisation subsequent to their classification as held for sale.

Liabilities are classified as held for sale and presented as such in the condensed interim consolidated balance sheet if they are directly associated with a disposal group.

(b) Listed Portfolio Shares and Private Equity Shares classified as financial liabilities

(i) Listed Portfolio Shares ("LPS")

During the period the Company made a bonus issue of new Listed Portfolio Shares on a one-for-one basis to existing ordinary shareholders. Following the bonus share issuance shareholders are offered an opportunity to tender their Listed Portfolio Shares in return for VVF units in August 2015, February 2016 and August 2016. All Listed Portfolio Shares repurchased by the Company on any of the repurchase days will be cancelled.

On the final repurchase day in August 2016 all remaining Listed Portfolio Shares will be compulsorily repurchased by the Company in consideration for the transfer of VVF Units, and no Listed Portfolio Shares will remain in issue. At that date the admission of the Listed Portfolio Shares to trading on AIM will be cancelled.

(ii) Private Equity Shares ("PES")

The exit proceeds from the sale of investments in the Private Equity Portfolio and surplus net cash-flows will be distributed to the holders of the Private Equity Shares on a periodic basis. Holders of Private Equity Shares will be given the option to receive distributions in cash or invested by the Company in the purchase of such number of VVF Units (at the then current net asset value of a VVF Unit) as equals the relevant distribution (rounded down to three decimal places) and then distributed to such holders of Private Equity Shares. It is intended that the Private Equity Portfolio will be realised by the target exit date of June 2017.

Holders of Private Equity Shares who do not make an election will be deemed to have elected to receive VVF Units.

(iii) Classification of LPS and PES

Under IAS 32, both the Listed Portfolio Shares and Private Equity Shares are classified as  financial liabilities as they both meet the definition of puttable instruments. That is, they are financial instruments that give the holders the right to put the instruments back to the issuer for cash or another financial asset or are automatically put back to the issuer on the occurrence of an uncertain future event.

4 SEGMENT ANALYSIS

In identifying its operating segments, management generally follows the Group's sectors of investment which are based on internal management reporting information for the Investment Manager's management, monitoring of investments and decision making. The operating segments by investment portfolio include energy, property and infrastructure development, telecommunications, transportation and logistics, general infrastructure, other capital markets and cash.

Each of the operating segments is managed and monitored individually by the Investment Manager as each requires different resources and approaches. The Investment Manager assesses, as reported to the Board, segment profit or loss using a measure which is consistent with that in profit or loss. There have been no changes from prior periods in the measurement methods used to determine reported segment profit or loss.

Segment information can be analysed as follows:

5 SUBSIDIARIES

The operating subsidiaries of the Group are incorporated in Vietnam, details are as follows:

(*) As at 31 December 2015, Vina-CPK Limited was classified as held for sale following the signing of capital assignment agreement (Note 14).

6 INVESTMENT PROPERTIES

As at 31 December 2015, the BTS tower network was pledged with banks as security for long-term borrowings granted to a subsidiary (Note 16).

Fair value hierarchy as at 31 December 2015:

Fair value hierarchy as at 30 June 2015:

There were no transfers between levels during the period and prior period.

Valuation process

The Group's investment properties, including the SEATH BTS tower network, were valued as at 30 June 2015 by the Company's investment manager which has relevant professional experience. The estimated fair values are used by the Audit and Valuation Committee as the primary basis for estimating each property's fair value. The valuations, if appropriate, are approved by the Board for adoption after deliberation by the Audit and Valuation Committee.

For interim reporting purposes management assessed the fair value of investment properties by considering the investees' performances and the changes of significant assumptions used for determining the fair value as per the last adopted valuation.

Valuation technique and significant unobservable inputs

The valuation technique primarily used to determine the fair value of investment properties is discounted cash flow ("DCF") methods. The significant unobservable inputs used in the DCF calculation for the respective investment properties are as follows:

SEATH BTS tower network

- Future tower and tenancy growth to generate incremental rental cash inflows - such growth is funded by recurring cash inflow from existing leases while rental for new towers and tenants is based on the same terms as those of existing ones;

- Discount rates - reflecting current market assessment of the uncertainty in the amount and timing of cash flows; and

- Terminal value - reflecting management's view of long-term growth in the infrastructure sector.

Sensitivity of significant unobservable inputs to fair value

The following table analyses the range of the significant unobservable inputs and the impact of changes of these to the fair value of investment properties:

Sensitivity as at 31 December 2015:

Sensitivity as at 30 June 2015:

7 PREPAYMENT FOR ACQUISITION OF INVESTMENT PROPERTY

8 PROPERTY, PLANT AND EQUIPMENT

Movement during the six-month period ended 31 December 2015:

Movement during the year ended 30 June 2015: