Vietnam Infrastructure Regulatory News (VNI)

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Vietnam Infrastructure Limited ("VNI" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered Office:

PO Box 309

Georgetown

Grand CaymanKY1-1104

Cayman Islands

Trading Address:

Sun Wah Tower

17th floor

115 Nguyen Hue Boulevard

District 1

Ho Chi Minh City

Vietnam

COUNTRY OF INCORPORATION:

Cayman Islands

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

http://www.vinacapital.com/vni

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

VNI was established in 2007 as a closed-ended investment company whose principal activity was to invest in a diversified portfolio of entities owning infrastructure projects and assets in Vietnam and the surrounding Asian countries. The Company's ordinary shares were admitted to trading on AIM on 5 July 2007.

Pursuant to the restructuring proposals approved by VNI shareholders and adopted by the Company, the Company separated the listed and private equity components of its portfolio into two distinct pools, referred to as the Listed Portfolio and the Private Equity Portfolio respectively. Each pool of assets shall be represented by a separate share class and each share class shall have certain class rights relating specifically to the Listed Portfolio or the Private Equity Portfolio respectively.

The Company is proposing to issue, by way of a bonus issue, a new class of Listed Portfolio Shares on a one-for-one basis to existing shareholders. The Company intends to seek the admission to trading on AIM of the new Listed Portfolio Shares (AIM: VNIL). The existing issued ordinary shares of the Company will be redesignated as Private Equity Shares and will remain admitted to trading on AIM (AIM: VNI). Each of the share classes will respectively have certain class rights relating specifically to the Listed Portfolio or the Private Equity Portfolio. Following admission of the Listed Portfolio Shares to trading on AIM ("Admission"), each existing shareholder will hold an equal number of Private Equity Shares and Listed Portfolio Shares.

As part of the proposals, the Company will contribute the Listed Portfolio assets and also make a cash subscription 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"), in consideration for an issue by VVF of Class A VVF shares to the Company. The Class A VVF shares, and any future VVF shares that VNI subscribes for, will be held by the Company for the benefit of the holders of the Listed Portfolio Shares.

The Listed Portfolio Investing Policy

The investing policy of the Company in relation to the Listed Portfolio was amended in order that, prior to Admission, the Listed Portfolio holdings would be sufficiently diversified to satisfy the UCITS investment requirements and to allow the Listed Portfolio to be broadened to meet the wider Vietnam focused investment policy of VVF, and to which the Listed Portfolio has been contributed as set out above. The Company, with respect to the Listed Portfolio, is able to invest in a wide range of assets, including shares, corporate and government bonds, and other types of securities and derivatives but with a particular focus on investing in listed securities, across all sectors, primarily those issuers that are: (i) listed, traded or dealt on the Hanoi or Ho Chi Minh stock exchanges; or (ii) those issuers that carry out a substantial part of their economic activity in Vietnam and are listed, traded or dealt on stock exchanges worldwide. This investing policy mirrors the investment policy of VVF.

The Private Equity Portfolio investing policy

The Company has also amended its investing policy in relation to the Private Equity Portfolio to take effect from, and conditional upon, Admission. With effect from Admission, the Company will seek to realise its Private Equity Portfolio investments at the best available value and in a reasonable timeframe with a target exit date of no later than 30 June 2017. This target exit date of 30 June 2017 will coincide with the Company's scheduled continuation vote in 2017. The Company has ceased to make new private equity investments.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

350,221,094 ordinary shares of $0.01 each ("Listed Portfolio Shares")

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

TBD

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

48.07%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Rupert Carington - Non-executive Chairman (Independent)

Luong Van Ly - Non-executive Director (Independent)

Ekkehard Goetting - Non-executive Director (Independent)

Robert Binyon - Non-executive Director (Independent

Paul Garnett - Non-executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 30 June

(ii) 31 December 2014 (unaudited interim results)

(iii) 31 December 2015, 31 March 2016, 31 December 2016

EXPECTED ADMISSION DATE:

Early August 2015

NAME AND ADDRESS OF NOMINATED ADVISER:

Grant Thornton UK LLP

30 Finsbury Square

London EC2P 2YU

United Kingdom

NAME AND ADDRESS OF BROKER:

Edmond de Rothschild Securities (UK) Limited (Joint broker)

4 Carlton Gardens

London SW1Y 5AA

United Kingdom

Numis Securities Limited (Joint broker)

The London Stock Exchange Building

10 Paternoster Square

London EC4M 7LT

United Kingdom

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The Admission Document, which will contain full details about the applicant and the admission of its securities, will be available to the public free of charge at the registered office of the Company at Sun Wah Tower, 17th floor, 115 Nguyen Hue Boulevard, District 1, Ho Chi Minh City, Vietnam and from the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU, UK during normal business hours on any weekday (other than Saturdays, Sundays and public holidays), for a period of at least one month from the date of Admission and from the Company's website http://www.vinacapital.com/vni

DATE OF NOTIFICATION:

13 July 2015

NEW/ UPDATE:

NEW