26 Oct 2016 07:00
26 October 2016
Vinaland Limited
Third Amended and Restated Investment Management Agreement
Further to the Notice of Annual General Meeting (AGM) and Extraordinary General Meeting (EGM) announcement, Vinaland Limited (the "Company" or "VNL") announces that the Company and the Investment Manager have, conditionally upon the approval of the Reorganisation Resolution at the EGM, agreed the terms of a Third Amended and Restated Investment Management Agreement which will replace the Current IMA with effect from 22 November 2016. The Third Amended and Restated Investment Management Agreement is in materially similar form to the Current IMA save for the treatment of the fees payable to the Investment Manager.
Disposal Fee
Commencing with the date on which the Company has, since 22 November 2016, actually distributed to Shareholders an aggregate amount of US$95 million*, the Investment Manager will be entitled to be paid a Disposal Fee by reference to each Calculation Period on the following basis:
· for Calculation Period 1, an US$ amount equal to 3.00 per cent. of Distributable Funds;· for Calculation Period 2, an US$ amount equal to 2.75 per cent. of Distributable Funds; and· for Calculation Period 3, an US$ amount equal to 2.25 per cent. of Distributable Funds.* The US$ amount shown in italics above is an estimate by the Investment Manager as at the date of this announcement of the likely disposal proceeds from realisations contracted prior to 21 November 2015 and distributions to Shareholders before 22 November 2016. The actual number will be determined on the 22 November 2016 following the EGM based on the actual disposal proceeds collected, and distributions made to Shareholders up to 22 November 2016.
Alignment Fee
In addition, any Distributable Proceeds will be distributed or payable in the following order of priority:-
· first, 100 per cent. shall be distributed to Shareholders until Shareholders have received, since 22 November 2016, US$265 million* (in aggregate);· second, 90 per cent. shall be distributed to Shareholders and 10 per cent. shall be payable to the Investment Manager until such time as the Shareholders have received, since 22 November 2016, US$279 million* (in aggregate);· third, 85 per cent. shall be distributed to Shareholders and 15 per cent. shall be payable to the Investment Manager until such time as the Shareholders have received, since 22 November 2016, US$313 million* (in aggregate); and· fourth, thereafter 80 per cent. shall be distributed to Shareholders and 20 per cent. shall, be payable to the Investment Manager.* The estimated distributions to Shareholders will vary based on the Company's starting NAV immediately following the EGM on the 22 November 2016. Therefore, the US$ hurdle numbers shown in italics above are indicative numbers calculated as at the date of this announcement and will be adjusted accordingly immediately following the EGM when the exact starting NAV is determined as this will be impacted by the volume of distributions made to Shareholders up to the date of the EGM.Prepayment Advance
The Investment Manager will be paid a monthly Prepayment Advance on the following basis:
· for Calculation Period 1, a monthly payment of US$200,000;· for Calculation Period 2, a monthly payment of US$150,000; and· for Calculation Period 3, a monthly payment of US$100,000.No further Prepayment Advances shall be payable following the end of Calculation Period 3.
The aggregate amount of any Prepayment Advances paid to the Investment Manager will be set off against the amount of any Alignment Fees and/or Disposal Fees which may at any time be payable to the Investment Manager.
Retention Account
An amount equal to 20 per cent. of any Disposal Fee and/or Alignment Fees at any time payable to the Investment Manager will be retained by the Company and paid into a separate Retention Account in the name of the Company.
Funds held in the Retention Account will be held by the Company for and on behalf of the Investment Manager but the Retention Funds will only be released to the Investment Manager when the Investment Manager's services are no longer required by the Company.
The Third Amended and Restated Investment Management Agreement has also been revised to reflect what the Board believes to be current best practice for investment management agreements. Further details of the Third Amended and Restated Investment Management Agreement are set out in Part 2 of the Notice of EGM.
The Board considers, having consulted with the Nominated Adviser, that the terms of the Third Amended and Restated Investment Management Agreement are fair and reasonable insofar as the Shareholders are concerned.
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