28 Oct 2016 13:30
28 October 2016
The following amendment has been made to the 'Notice of AGM and EGM' announcement released on 25 October 2016 at 14:00 under RNS No 4057N.
This has been updated to reflect EGM Resolutions 4 and 5 being special resolutions.
All other details remain unchanged.
The full amended text is shown below.
25 October 2016
Vinaland Limited
Notice of Annual General Meeting (AGM) and Extraordinary General Meeting (EGM)
Vinaland Limited (the "Company" or "VNL") announces that it will hold its AGM and EGM on Friday, 18 November 2016 at Storchen Hotel, Weinplatz 2, 8001 Zurich, Switzerland, at 11:00 a.m. and 11:30 a.m. respectively (local time).
The Company will shortly send a circular and form of proxy to shareholders (the "Circular") detailing the resolutions that will be put to shareholders for their approval at the AGM and EGM. Both documents will also be posted on the Company's website at www.vnl-fund.com
The circulars contain notice of the AGM and EGM of the Company with the resolutions detailed below:
AGM Resolution 1 - Ordinary Resolution
To receive and adopt the financial statements for the year ended 30 June 2016, with the reports of the directors and auditors thereon.
AGM Resolution 2 - Ordinary Resolution
To re-appoint Mr Michel Casselman as a director of the Company.
AGM Resolution 3 - Ordinary Resolution
To re-appoint Mr Ian Lydall as a Director of the Company
AGM Resolution 4 - Ordinary Resolution
To re-appoint PricewaterhouseCoopers (Hong Kong) as independent auditor to the Company and to authorise the Directors to determine their remuneration.
EGM Resolution 1 - Special Resolution
That the Company continue as presently constituted.
The Board does not believe that continuation of the Company as presently constituted is in Shareholders' best interests and is recommending that Shareholders vote AGAINST the continuation of the Company. If, as the Board recommends, the Continuation Resolution is not passed at the EGM, Shareholders will then have the opportunity to vote separately on Resolution 2 and 3.
EGM Resolution 2 - Ordinary Resolution
To change the Company's investing policy and continuation vote policy, and to approve the Third Amended and Restated Investment Management Agreement.
In summary, the proposed new strategy involves the orderly sell down of projects in conjunction with ongoing development of selected projects currently under development to maximise the return of value to shareholders. All projects will be realised over a period of approximately three years and the proceeds collected will be returned to shareholders. As proceeds become available for distribution they will be returned to shareholders via a range of methods.
The Third Amended and Restated Investment Management Agreement will incorporate a new fee structure combining disposal and alignment fees, prepayment advance and retention account to ensure the Investment Manager is incentivised to meet the investing policy.
EGM Resolution 3 - Ordinary Resolution
To change the Company's distribution policy.
Resolution 3, which will be proposed as an ordinary resolution, seeks to amend the Company's distribution policy, with the effect that, during the Realisation Period, the Distributable Proceeds arising from all portfolio realisations will be returned to Shareholders, at the Board's discretion, having regard to requirements to invest further funds in existing projects within the Company's property portfolio to enhance or preserve exist values; the Company's working capital requirements (including the fees payable under the third amended and Restated Investment management Agreement) and the cost and tax efficiency of individual transactions and/or distributions. The range of distribution methods available to the Board will include;
Share Buybacks and/or Tender Offers: where the trading discount is equal to or greater than 15 percent of NAV per Ordinary Share, the Board currently anticipates using secondary market share buybacks and/or tender offers to Shareholders (on terms set by the Board at the time) at a discount to the NAV per Ordinary Share as the main methods of returning Distributable Proceeds to Shareholders.
Redemptions: where the trading discount is less than 15 percent of NAV per Ordinary Share, the Board currently anticipates, subject to the passing of Resolutions 4 and 5 at the EGM, using mandatory redemptions so that all Shareholders will have part of their shareholding redeemed on prescribed terms and at a price per Ordinary Share no less than the NAV per Ordinary Share.
Capital distributions: In addition, if considered appropriate, the Board may also consider making capital distributions by way of returns of capital from the Company's share premium account, in a similar way to the distribution made by the Company in June 2016.
When the NAV has reduced to approximately US$100 million, the Board will undertake a consultation with Shareholders to consider the most appropriate method of returning available Distributable Proceeds to Shareholders.
In all cases, the appropriate method of returning Distributable Proceeds to Shareholders will remain at the discretion of the Board.
EGM Resolution 4 - Special Resolution
For Resolutions 4 and 5, it is proposed to make changes to the Articles in order to facilitate the orderly realisation of the Company's property portfolio and provide an alternative mechanism for returning the net realisation proceeds to Shareholders by redesignating the issued Ordinary Shares into redeemable ordinary shares and allowing the Company to perform compulsory redemptions of Ordinary Shares as an efficient mechanism for returning Distributable Proceeds to Shareholders. Any compulsory redemption would be subject to the pricing parameters specified under the Articles which require the price per Ordinary Share be no less than the NAV per Ordinary Share. Part 3 of this document provides details of the proposed amendments to the Articles. Resolutions 4 and 5 are not conditional on the passing of any or all of Resolutions 1 to 3.
EGM Resolution 5 - Special Resolution
To redesignate the existing Ordinary Shares of the Company into redeemable shares.
For more information regarding the resolutions listed above, please refer to attached Circular. You may also request a copy of the Circular by contacting Jonathan Viet Luu at jonathan.luu@vinacapital.com.
Please note that Terms have the same meaning as defined in the circulars to shareholders dated 25 October 2016 (the "Circular").
Enquiries:
Jonathan Viet Luu
VinaCapital Investment Management Limited
Investor Relations
+84 8 3821 9930
jonathan.luu@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