REG - Vietnam Enterprise Vietnam Ent Inv-VEID - Result of Tender Offer

Vietnam Enterprise InvestmentsAnnouncement

16/01/2026 15:30

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RNS Number : 2967P  Vietnam Enterprise Investments Ltd  16 January 2026

16 January 2026

Vietnam Enterprise Investments Limited

("VEIL" or the "Company")

Result of Tender Offer

The Board of Vietnam Enterprise Investments Limited is pleased to announce the
results of the Tender Offer for up to 10 per cent. of the Company's issued
share capital, details of which were set out in a circular to Shareholders
published by the Company on 15 December 2025 (the "Circular"). The Tender
Offer was approved by Shareholders at a general meeting of the Company held on
8 January 2026 and closed at 6.00 p.m. (UK time) on 15 January 2026.

A total of 109,734,103 Ordinary Shares, representing 68.12 per cent. of the
Ordinary Shares in issue as at the Record Date (excluding Ordinary Shares held
in treasury), were validly tendered under the Tender Offer, of which a total
of 83,225,801 Ordinary Shares were validly tendered under the Cash Exit Option
and 26,508,302 Ordinary Shares were validly tendered under the In Specie
Option. As a result, the Tender Offer was oversubscribed.

Following a scale back exercise, Shareholders who validly tendered a
percentage of Ordinary Shares greater than their Basic Entitlement will have
1.58 per cent. of such Excess Application satisfied in accordance with the
process described in the Circular.

Shareholders who validly tendered Ordinary Shares at or below their Basic
Entitlement shall have all such Ordinary Shares purchased by the Company.

The Tender Price for the Tender Offer will be set at a 3 per cent. discount to
the prevailing Adjusted Net Asset Value per Share as at the Calculation Date
of 16 January 2026, expected to be announced on 19 January 2026.

Shareholders that have successfully tendered their Ordinary Shares under the
Cash Exit Option will receive cash in an amount equal to the number of Cash
Exit Shares successfully tendered multiplied by the Tender Price. Cash
payments through CREST are expected to be made in respect of Cash Exit Shares
held in uncertificated form on or around 21 January 2026.

Shareholders who have successfully tendered their Ordinary Shares under the In
Specie Option will receive cash in an amount equal to the Tender Price
multiplied by the relevant number of In Specie Exit Shares. Cash payments
through CREST are expected to be made in respect of In Specie Exit Shares held
in uncertificated form on or around 21 January 2026. Such shareholders have
committed to use such cash to acquire their share of the In Specie Pool, in
accordance with the terms of the Tender Offer.

 

Expected Remaining Timetable

 Calculation Date                                                               close of business on 16 January 2026

                                                                                19 January 2026

 Tender Price announced
 CREST accounts credited with unsuccessfully tendered uncertificated Ordinary   by 21 January 2026
 Shares
 Repurchase of Exit Shares announced                                            on or around 21 January 2026
 Payments through CREST made in respect of the Exit Shares held in              on or around 21 January 2026
 uncertificated form
 Transfer of portfolio assets to Qualifying In Specie Shareholders that have    on or around 22 January 2026
 elected for the In Specie Option

All references to times in this announcement are to UK time unless otherwise
stated.

The times and dates set out in the expected timetable may be adjusted by the
Company at its discretion, in which event details of the new times and/or
dates will be notified to Shareholders by an announcement made by the Company
through a Regulatory Information Service.

Defined terms used in this announcement shall, unless the context requires
otherwise, have the meanings ascribed to them in the Circular.

Enquiries

 Vietnam Enterprise Investments Limited
 Steven Mantle
 +44 75537 01237
 stevenmantle@dragoncapital.com (mailto:stevenmantle@dragoncapital.com)

 Jefferies International Limited
 Stuart Klein
 +44 207 029 8703
 stuart.klein@jefferies.com (mailto:stuart.klein@jefferies.com)

 Montfort
 Gay Collins
 +44 (0)7798 626282
 +44 (0)20 3770 7905
 gaycollins@montfort.london (mailto:gaycollins@montfort.london)

 

LEI: 213800SYT3T4AGEVW864

 

Notice for US Shareholders

The Tender Offer relates to securities in a non-US company registered in the
Cayman Islands and listed on the London Stock Exchange and is subject to the
disclosure requirements, rules and practices applicable to companies listed in
the United Kingdom, which differ from those of the United States in certain
material respects. The Circular has been prepared in accordance with UK style
and practice for the purpose of complying with the laws of the Cayman Islands
and the rules of the FCA and of the London Stock Exchange, and US Shareholders
should read this entire Circular. The Tender Offer is not subject to the
disclosure and other procedural requirements of Regulation 14D under the US
Exchange Act. The Tender Offer will be made in the United States pursuant to
Section 14(e) of, and Regulation 14E under, the US Exchange Act and otherwise
in accordance with the requirements of the rules of the FCA and the London
Stock Exchange. Accordingly, the Tender Offer will be subject to disclosure
and other procedural requirements that are different from those applicable
under US domestic tender offer procedures and law. The Company is not listed
on a US securities exchange, is not subject to the periodic reporting
requirements of the US Exchange Act and is not required to, and does not, file
any reports with the SEC thereunder.

It may be difficult for US Shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under US federal securities laws
since the Company is located outside the United States and its officers and
directors reside outside the United States. It may not be possible to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. It also may not be possible to compel a non-US company
or its affiliates to subject themselves to a US court's judgment.

To the extent permitted by applicable law and in accordance with normal UK
practice, the Company or any of its affiliates, may make certain purchases of,
or arrangements to purchase, Ordinary Shares outside the United States during
the period in which the Tender Offer remains open for acceptance, including
sales and purchases of Ordinary Shares effected by Jefferies acting as market
maker in the Ordinary Shares. These purchases, or other arrangements, may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. In order to be excepted from the
requirements of Rule 14e-5 under the Exchange Act by virtue of Rule
14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must
comply with the applicable English law and regulation, including the UK
listing rules of the FCA, and the relevant provisions of the US Exchange Act.
In addition, in accordance with normal UK market practice, Jefferies and its
affiliates may continue to act as market makers in the Ordinary Shares and may
engage in certain other purchasing activities consistent with their respective
normal and usual practice and applicable law. Any information about such
purchases will be disclosed as required in the UK and the United States and,
if required, will be reported via the Regulatory Information Service and
available on the London Stock Exchange website at
http://www.londonstockexchange.com.

The receipt of cash or securities pursuant to the Tender Offer may be a
taxable transaction for US federal income tax purposes. In addition, holders
may be subject to US backup withholding and information reporting on payments
with respect to the Tender Offer made (or deemed made) within the United
States.

Neither the Tender Offer nor the Circular have been approved, disapproved or
otherwise recommended by the SEC, any US state securities commission or any
other US regulatory authority, nor have such authorities passed upon the
merits or fairness of the Tender Offer or determined the adequacy of the
information contained in the Circular. Any representation to the contrary is a
criminal offence.

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