7 Jun 2016 08:19
7 June 2016
Vietnam Infrastructure Limited (the "Company")
Update to Forum One-VCG Partners Vietnam Fund ("VVF")
As explained in the Admission Document and most recent tender circular dated 18 January 2016, the holders of the Company's Listed Portfolio Shares (AIM ticker: VNIL) (the "Listed Portfolio Shareholders") are able to participate in three tender offers, wherein the Company will repurchase the Listed Portfolio Shares and in exchange for the repurchase, the Company will transfer Class A VVF Shares to the tendering holders of Listed Portfolio Shares. During the first tender offer on 17 August 2015 (the "First Repurchase Day"), the Company repurchased the Listed Portfolio Shares in consideration for Class A VVF Shares at a 4 per cent. discount to the then current Net Asset Value per Listed Portfolio Share as at the First Repurchase Day and during the second tender offer on 17 February 2016 (the "Second Repurchase Day"), the Company repurchased the Listed Portfolio Shares in consideration for Class A VVF Shares at a 2 per cent. discount to the then current Net Asset Value per Listed Portfolio Share as at the Second Repurchase Day. The final tender offer will occur on 17 August 2016 (the "Final Date"), in which all Listed Portfolio Shares still in issue on the Final Date will be compulsorily repurchased by the Company in consideration for Class A VVF Shares at no discount to the then current Net Asset Value per Listed Portfolio Share as at the Final Date.
Moreover, as explained in the Admission Document and most recent distribution circular dated 9 May 2016, any proceeds received from the sale of investments in the Private Equity Portfolio and any surplus net cash-flows will be distributed to the holders of the Company's Private Equity Shares (AIM ticker: VNI) (the "Private Equity Portfolio Shareholders") on a periodic basis. On 9 May 2016, the Board announced an aggregate distribution to Private Equity Portfolio Shareholders of US$11 million (the "Distribution"). On 6 June 2016, the Private Equity Portfolio Shareholders were given the opportunity to elect to receive their Applicable Distribution Amount in the form of a cash payment OR, if they were Eligible Shareholders, were given the opportunity to elect to have the Company apply their Applicable Distribution Amount in subscribing for VVF Shares in the Company's name, and then transfer such VVF Shares to the Eligible Shareholder (the "Election").
Listed Portfolio Shareholders and Private Equity Portfolio Shareholders who have received or will receive Class A VVF Shares through a tender offer or Distribution can redeem all or part of their shareholding by applying to redeem their Class A VVF Shares in accordance with the requirements set out in the Forum One Prospectus, VVF Data Sheet and VVF Investor Pack. For this reason, the Company would like to inform the Listed Portfolio Shareholders and Private Equity Portfolio Shareholders who have received or will receive Class A VVF Shares that the following changes to Class A VVF Shares will become effective on 14 July 2016:
Material Amendment to the VVF Data Sheet
The Investment Objective, Investment Policy and Investment Restrictions in Section I of the VVF Data Sheet will be amended as follows:
The sentence "Exposure to currencies other than the Valuation Currency limited to a maximum of 95% of the Sub-Fund's net assets" has been deleted from the investment objective, investment policy and investment restrictions in Section I of the VVF Data Sheet.
This amendment has been made to provide the Investment Manager of VVF flexibility in determining how much exposure it deems appropriate that the VVF portfolio should have in currencies other than the Valuation Currency, which is United States Dollar (US$). This amendment will allow the Investment Manager of VVF to respond more quickly to subscription and redemption requirements, as well as to market opportunities.
Non-Material Amendment to the VVF Data Sheet
The Classes Available in the Sub-Fund in Section V of the VVF Data Sheet will be amended as follows:
The reference to "the Investment Management Fee may be decreased by the Distribution Fee" has been deleted from the third footnote under the share class table.
This amendment has been made to provide the Investment Manager and Global Distributor of VVF flexibility in determining how the Investment Management Fee and Distribution Fee is payable.
Since a material change has been made to the VVF Data Sheet, shareholders of Class A VVF Shares are given the opportunity to redeem their Class A VVF Shares free of charge during a period of one month starting on 14 June 2016 and ending on 14 July 2016 (the "Redemption Notice Period"). Redemptions during the Redemption Notice Period will be subject to the provisions of the VVF Prospectus, but no redemption charge or fee will be payable.
Please note that this announcement is only for information purposes. The Board has no involvement in the amendments made to the VVF Data Sheet and the Board takes no responsibility for the amendments made to the VVF Data Sheet.
A copy of the Redemption Notice summarizing the material and non-material amendments to the VVF Data Sheet and a copy of the most recent Forum One Prospectus, VVF Data sheet and VVF Investor Pack are available on the website of VinaWealth Fund Management JSC (the investment manager to VVF) at http://www.vinawealth.vn/en/vinacapital-fund/. Any enquiries on the amendments made to the VVF Data Sheet should be directed to VinaWealth Fund Management JSC.
Defined terms used in this announcement have the same meaning as ascribed to them in the tender circular to Listed Portfolio Shareholders dated 18 January 2016 and the distribution circular to Private Equity Portfolio Shareholders dated 9 May 2016.
Enquiries:
Vietnam Infrastructure Limited Rupert Carington Tel: +44 (0)20 7260 1000
VinaCapital Investment Management Limited (Investment Manager to the Company)
Tony Hsun Tel: +84 8 3821 9930
Louie Doan Tel: +84 8 3821 9930
VinaWealth Fund Management JSC (Investment Manager to VVF)
Jeremy Greenberg Tel: +84 8 3821 9930
Joel Weiden Tel: +84 8 3821 9930
Numis Securities Limited, Broker
David Benda / Hugh Jonathan Tel: +44 (0)20 7260 1000
funds@numis.com
Grant Thornton UK LLP, Nominated AdviserPhilip Secrett Tel: +44 (0)20 7383 5100
philip.j.secrett@uk.gt.com