VNL.L Regulatory News (VNL)

16 Apr 2008 07:00

VinaLand Limited16 April 2008 16 April 2008 VinaLand Limited ("VNL" or the"Company") Notice of EGM VinaLand Limited today posted a letter to shareholders convening anExtraordinary General Meeting ("EGM") to seek shareholders' approval to a numberof resolutions in respect of • amendments to the Company's articles of association to address certainregulatory and legislative changes and to create a greater degree of consistencybetween the constitutional documents for the three funds managed by VinaCapitalInvestment Management Ltd (the "Investment Manager"); • a proposal to increase the authorised share capital of the Company toprovide the Company with sufficient authorised share capital to meet its long-term fund raising requirements ; • a proposal to change the name of the Company to VinaCapital VietnamLand Limited so as to create greater consistency of the VinaCapital brand; and • a proposal to make certain changes to the borrowing policy to ensurethe Company has the flexibility to borrow directly at the Company level. A full copy of the text of that letter is set out below. A copy of the amendedarticles of association together with a copy of the letter will be available forviewing on the Company's website (www.vinaland-fund.com). Enquiries:Ms Chi Nguyen +84 8 821 9930VinaCapital Investment Management Limited chi.nguyen@vinacapital.comInvestor Relations Philip Secrett +44 20 7383 5100Grant Thornton Corporate Finance philip.j.secrett@gtuk.comNominated Adviser Hiroshi Funaki +44 20 7845 5960LCF Edmond de Rothschild Securities funds@lcfr.co.ukBroker David Cranmer +44 20 7831 3113Financial Dynamics david.cranmer@fd.comPublic Relations Letter to all holders of ordinary shares of US$0.01 each ("Shareholders") inVinaLand Limited from Horst Geicke, Chairman "Dear Shareholder, Introduction As the Company was incorporated in 2006, the Board have been undertaking a fullreview of the structure of the Company and its constitutional documents. Theconclusion of this review is that various amendments are recommended to theCompany's articles of association to address certain regulatory and legislativechanges and to create a greater degree of consistency between the constitutionaldocuments for the three funds managed by VinaCapital Investment Management Ltd(the "Investment Manager"). At the same time we are taking the opportunity topropose a Shareholder resolution to increase the authorised share capital of theCompany to provide the Company with sufficient authorised share capital to meetits long-term fund raising requirements. In addition, to create greaterconsistency of the VinaCapital brand, we are proposing a shareholder resolutionto change the name of the Company to VinaCapital Vietnam Land Limited. Finally,it is also intended to make certain changes to the borrowing policy to ensurethe Company has the flexibility to borrow directly at the Company level. Further details of all of these matters are set out below. Amendments to Articles of Association As the Company, subject to Shareholder approval, is proposing to make a numberof changes to its memorandum and articles of association ("Articles") ablacklined copy of the proposed new Articles highlighting all of the proposedamendments can be viewed at the Company's website at www.vinacapital.com. Themajority of these amendments are designed to update the Articles for legislativeand regulatory changes which have occurred since the Company's incorporation. Ihave summarised below, however, some of the more material proposed changes to bemade to the Articles. Articles 17 and 17A - Redemption and Repurchase of Shares The Company is proposing to rationalise the powers of the Company to purchaseits own shares. The intention of this change is to give the Company a permanentgeneral authority to purchase its shares provided that: • purchases are made for cash at prices below the prevailing netasset value per share; and • the price to be paid per share is not more than the higher of(i) five (5%) per cent. above the volume weighted average price of the sharesfor the five (5) business days before the purchase is made; or (ii) the higherof the price of the last independent trade and the highest current independentbid at the time of purchase. The Board believes this general authority will give greater flexibility to theCompany in the timing of share buy-backs allowing it to react more quickly tomarket movements and actively manage any discount that may arise between thequoted price of the shares and their underlying net asset value. The laws of the Cayman Islands, where the Company is domiciled, currentlypreclude the direct holding by a Cayman Islands company of treasury shares (anyshares purchased must be immediately cancelled). Under Cayman Islands law there is no restriction preventing a wholly-ownedsubsidiary from holding shares in its parent company. Consequently, through theuse of a share purchase subsidiary ("SPS") the Company could effectivelyreplicate a treasury share facility. It is intended therefore to insert a newArticle 17A into the Articles to give the Company the flexibility to purchaseshares via a SPS if this is considered appropriate in the future. Any sharespurchased by an SPS will need to comply with the same general share purchaseconditions imposed on the Company under Article 17 (as set out above) and at notime will one or more SPSs be able to hold in aggregate more than 30 per cent.of the Company's issued share capital from time to time. Article 24 - Notification of Interest in Shares In February 2007 the AIM Rules for Companies were amended with the effect thatAIM quoted companies are required to incorporate into their articles ofassociation provisions to replicate the relevant parts of The Disclosure Rulesand Transparency Rules of the UK Financial Services Authority (the "DTR"). Underthe proposed new Article 24 for so long as the Company has any of its sharecapital admitted to trading on AIM, or any successor market or any other marketoperated by the London Stock Exchange, every Shareholder will be obliged tocomply with the notification and disclosure requirements set out in Chapter 5 ofthe DTR as if the Company were classified as a "issuer" whose "Home State" isthe United Kingdom. Under the DTR, a Shareholder is required to notify theCompany of the percentage of its voting rights if the percentage of votingrights which he holds (directly or indirectly) reaches, exceeds or falls below 3per cent., 4 per cent., 5 per cent., 6 per cent., 7 per cent., 8 per cent., 9per cent., 10 per cent. and each 1 per cent. threshold thereafter up to 100 percent. The notification must be made within four trading days of the Shareholderlearning of the acquisition or disposal leading to the increase or decrease inhis shareholding. Any such notifications received by the Company will beformally announced by the Company via a regulatory information service. The Disclosure Rules and Transparency Rules can be accessed and downloaded fromthe UK Financial Services Authority's website at http://fsahandbook.info/fsa/html/handbook/DTR/5. The Board believes that the introduction of these new provisions into theArticles will benefit both the Company and Shareholders as it will allow theCompany and Shareholders to have greater clarity over the ownership of keyholdings in the Company's shares. Article 25 - Request for Information In addition, the Company is proposing to add a further provision to its Articlesto give the Board the power to serve notice on any Shareholder requiring thatShareholder to disclose to the Company the identity of any person (other thanthe Shareholder) who has an interest in the shares held by the Shareholder andthe nature of such interest. The Directors may also be required to exercisetheir powers under this Article on the requisition of Shareholders holding atthe date of the deposit of the requisition not less than one-tenth of the paidup capital of the Company which carries the right of voting at general meetings.Any information provided by a Shareholder in response to an information noticewill not be publicly announced unless it constitutes an interest which wouldotherwise be notifiable for the purposes of the DTR. If any Shareholder is in default in supplying to the Company the informationrequired by the Company within the prescribed period (which is 28 days afterservice of the notice or 14 days if the shares concerned represent 0.25 percent. or more of the issued shares of the relevant class), the Directors intheir absolute discretion may serve a direction notice on the relevantShareholder. The direction notice may direct that in respect of the shares inrespect of which the default has occurred (the "default shares") and any othershares held by the Shareholder, the Shareholder shall not be entitled to vote ingeneral meetings or class meetings. Where the default shares represent at least0.25 per cent. of the issued shares of the relevant class of shares concernedthe direction notice may additionally direct that dividends on such shares willbe retained by the Company (without interest), and that no transfer of thedefault shares (other than an approved transfer) shall be registered until thedefault is rectified. Once again the Board believes that the introduction of these new provisions intothe Articles will benefit both the Company and Shareholders as it will allow theCompany and Shareholders to have greater clarity over the Company's shareholderbase. Change to Borrowing Policy In the Company's AIM admission document dated 16 March 2006, the followingstatement was made regarding borrowings by the Company: "There is no limit in the Company's Articles to the amount of borrowings that itmay incur. As is typical with real estate development and investment, InvesteeCompanies may use leverage for individual Projects. All leverage will benon-recourse to the Company and will be incurred by the Investee Companies. Thelevel of the debt incurred will vary depending on the laws and regulationspertaining to the debt market with regard to the particular type of Project andthe ability of the relevant Investee Company to service the debt". The Company is proposing to seek Shareholder approval at the EGM to a change tothis borrowing policy to allow the Company to take on recourse borrowings at theCompany level within certain set parameters. The Company is therefore proposingto adopt the following new borrowing policy: "There is no limit in the Company's Articles to the amount of borrowings thatthe Company may incur. As is typical with real estate development andinvestment, Investee Companies may use leverage for individual Projects. Thelevel of the debt incurred will vary depending on the laws and regulationspertaining to the debt market with regard to the particular type of Project andthe ability of the relevant Investee Company to service the debt. In addition,the Investment Manager has authority under the terms of the InvestmentManagement Agreement to arrange recourse borrowings on behalf of the Company upto an aggregate maximum of 30 per cent. of the Net Asset Value from time totime, calculated at the time such borrowings are entered into. The incurring ofany recourse borrowings on behalf of the Company above this level will requirethe approval of the Board. The defined terms used above shall have the samemeanings as are used in the AIM admission document of the Company dated 16 March2006" The Board believes this change to the Company's policy on recourse borrowingwill provide the Company with greater flexibility when structuring investmentsand through the use of a prudent level of direct Company level borrowing shouldprovide greater scope for increasing returns on investment. The Board believesthat any increase in the risk profile of the Company arising from this change toits borrowing policy will be within acceptable parameters. Increase in Authorised Share Capital The Company will propose a resolution to increase its authorised share capitalto US$100,000,000 divided into 10,000,000,000 ordinary shares. The Boardbelieves this increase will provide the Company with more than sufficientcapacity to undertake future equity fund raisings in the medium to long term.The Board will of course continue to adhere to the undertaking set out in theCompany's original AIM admission document that all further shares will only beallotted at a price which is not less than the prevailing net asset value pershare at the time the price for the shares is set. Change of Name The Company is proposing to change its name to VinaCapital Vietnam Land Limitedto create greater consistency with the Investment Manager's "VinaCapital" brand.It is also intended that both Vietnam Opportunity Fund Limited and VietnamInfrastructure Limited will similarly be rebranded. Extraordinary General Meeting Shareholder resolutions to (i) approve the amendment of the Articles and changeof name, (ii) increase the authorised share capital and (iii) adopt the newborrowing policy will be proposed at the Company's EGM to be held at 2.00pm(Singapore time) on Tuesday 29 April 2008 at the Ritz-Carlton, MilleniaSingapore Hotel, 7 Raffles Avenue, Singapore 039799. Whether or not you intend to attend the EGM, Shareholders are requested tocomplete and return the accompanying form of proxy in accordance with theinstructions printed thereon as soon as possible and in any event so as to bereceived by HSBC Institutional Trust Services (Asia) Limited, 39/F, DorsetHouse, Taikoo Place, 979 King's Road, Hong Kong, Attn: Investor Services - AFS,by no later than 2.00pm (Hong Kong time) on Friday 25 April 2008. The Companywill accept faxed copies of forms of proxy sent to fax number +85234092690provided that such copies are received by no later than 2.00pm (Hong Kong time)on Friday 25 April 2008. The completion and return of a form of proxy will notprevent a Shareholder from attending the EGM and voting in person if he/shewishes to do so. The quorum for the EGM is two Shareholders present in person or by proxy andentitled to vote at the meeting. In the event that a quorum is not achieved theEGM will be adjourned until the same time on Tuesday 6 May 2008, and theadjourned EGM will be held at the same place as the original meeting. Thequorum for such adjourned meeting is one Shareholder present in person or byproxy. If you have any queries regarding the EGM please contact the Investment Manageron +852 29180088. (Please note that the Investment Manager can only giveprocedural advise in relation to the meeting and is not authorised to provideinvestment advice). Recommendation The Directors, whose beneficial or controlled holdings collectively total5,528,750 Ordinary Shares, will be voting in favour of the resolutions at theEGM. The Directors consider that these proposals are in the best interests ofthe Company and recommend that Shareholders vote in favour of the resolutions tobe proposed at the EGM. Yours sincerely Horst Geicke Chairman " This information is provided by RNS The company news service from the London Stock Exchange