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

Vietnam Enterprise InvestmentsAnnouncement

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RNS Number : 8118G  Vietnam Enterprise Investments Ltd  03 June 2026

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART
IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE
UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE
AN INVITATION TO PARTICIPATE IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR
FROM ANY JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM
WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR
OTHERWISE.

This announcement contains information that is inside information for the
purposes of Article 7 of the UK version of Regulation (EU) No. 596/2014
which is part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended (the Market Abuse Regulation).

 

3 June 2026

Vietnam Enterprise Investments Limited

("VEIL" or the "Company")

Publication of a Circular

Tender Offer for up to 10 per cent. of the issued share capital of the Company

The Company announces that it has today published a circular to shareholders
(the "Circular") which contains details of a tender offer for up to 10 per
cent. of the issued share capital of the Company (the "Tender Offer"). On 15
December 2025, the Company published a circular to shareholders, which
contained details of a tender offer to purchase up to 10 per cent. of VEIL's
issued share capital, in addition to indicating the Board of VEIL's intention
to conduct two subsequent tender offers within the following 12 months of
publication. The Board is now seeking to implement the first of these
subsequent tender offers.

The Board proposes to seek Shareholder approval for the repurchases of
Ordinary Shares pursuant to the Tender Offer, which will be sought at the
General Meeting to be held on 24 June 2026.

Background to, and reasons for the Tender Offer

At the annual general meeting on 18 June 2025 (the "2025 AGM"), the Company's
shareholders voted against a five-yearly discontinuation resolution
(Resolution 10) that would have required the Company to wind up effective 31
December 2027. However, more than 20 per cent. of the total votes cast were in
favour of the resolution, against the recommendation of the Board.

The Board therefore committed to consult with relevant shareholders in order
to understand the reasons behind their voting decision with a view to
providing an update within six months, as required by the AIC Code.

The Company has a diverse, global and primarily institutional investor base.
Following the 2025 AGM, the Board consulted with Shareholders representing
approximately 60 per cent. of the Company's issued Ordinary Share capital
(excluding Ordinary Shares held in treasury). Whilst a significant majority of
those Shareholders consulted indicated their continued support for the
Company, certain Shareholders indicated a desire to either (a) exit some or
all of their holding in the Company, which they were constrained from doing in
the secondary market given the discount at which the Ordinary Shares trade,
(b) exchange part or all of their holding for shares in an open-ended fund
managed by the Investment Manager, or (c) receive a relevant proportion of the
Company's portfolio of assets via an in specie distribution.

In order to protect the interests of Shareholders who wished to remain
invested in the Company, the Board resolved to find a solution that enabled
Shareholders to exit part of their investment in the Company, while allowing
those who wished to remain invested the opportunity to do so.

The Board reviewed a range of potential options and, following the
consultation process with Shareholders, resolved to implement the 2025 Tender
Offer to purchase up to 10 per cent. of the Ordinary Shares then in issue
(excluding Ordinary Shares held in treasury). Under the 2025 Tender Offer,
Shareholders were given the opportunity to elect to receive the consideration
for their tendered shareholding in the form of cash and/or shares in the
Vietnam Equity Fund and/or an in specie transfer of portfolio assets, subject
to meeting certain eligibility criteria. The 2025 Tender Offer was
oversubscribed, with a total of 109,734,103 Ordinary Shares validly tendered.
Of these, 16,108,143 Ordinary Shares were ultimately repurchased by the
Company, all of which were subsequently cancelled.

In the 2025 Circular, the Board also indicated its intention to conduct two
subsequent tender offers, each for up to a further 10 per cent. of the
Company's issued ordinary share capital, to take place within the following 12
months. The Board is now seeking to implement the first of these subsequent
tender offers.

The structure of this Tender Offer, comprising a Cash Exit Option and an In
Specie Option, has been designed to provide Tendering Shareholders with
flexibility in how they realise part of their investment in the Company.
Accordingly, the Tender Offer will provide Eligible Shareholders with the
opportunity to realise part of their investment in the Company for cash and/or
receive an in specie distribution of assets for part of their investment, in
both cases at a 2.5 per cent. discount to the Adjusted Net Asset Value per
Share as at the Calculation Date (calculated as described further below).
Considering the limited uptake of the 'exchange option' under the 2025 Tender
Offer, the Board is not offering that option under this Tender Offer. The
structure of the Tender Offer is described in further detail in Annex I
below.

The Board continues to believe that the medium-term investment case for
Vietnam remains strong and that the Company represents an attractive access
point for investors to gain exposure to the country. Vietnam has generated an
average real GDP growth of 6.32 per cent. per annum during the period from
2015 to 2025, supported by a burgeoning middle class, urbanisation,
accelerating displacement of State-Owned Enterprises by the private sector,
the broadening and deepening of capital markets and the continued expansion of
exports. Government policies have largely succeeded in combining growth with
stability, as shown by the country's low foreign debt, sound public finances,
modest inflation and large external-account surpluses.

Furthermore, the Board believes that the Company, as a listed closed-end
investment fund, is an optimal structure and vehicle for international
investors to access the Vietnamese public market. The closed-end structure
allows the Investment Manager to undertake active long-term investment on a
continuous basis, undeterred by market volatility, and undisturbed by sudden
inflows and outflows of funds.

The Board believes that the Tender Offer and the Subsequent Tender Offer (if
it proceeds) will put the Company in a strong position going forward, enabling
it to focus on achieving its investment objective with the support of a
committed Shareholder base.

Notwithstanding the Tender Offer and the Subsequent Tender Offer, the Board
remains committed to operating an active buyback programme as a means of
managing the discount to NAV. Over the past three years, the Company has
undertaken significant share buybacks, repurchasing:

§ 16.3 million Ordinary Shares in 2024, representing 8.1 per cent. of the
total number of Ordinary Shares in issue at the start of that year (excluding
Ordinary Shares held in treasury);

§ 23.8 million Ordinary Shares in 2025, representing 12.9 per cent. of the
total number of Ordinary Shares in issue at the start of that year (excluding
Ordinary Shares held in treasury); and

§ 7.4 million Ordinary Shares in 2026 to date (not including the 16.1 million
Ordinary Shares bought back in January 2026 pursuant to the 2025 Tender
Offer), representing 4.6 per cent. of the total number of Ordinary Shares in
issue at the start of this year (excluding Ordinary Shares held in treasury).

The Board intends to continue to operate the Company's share buyback
programme, and to consider future corporate actions, including further returns
of capital by way of tender offer, with the intention of targeting a discount
to NAV of less than 10 per cent. over the medium term (although share buybacks
will be suspended from the date of this document until the Tender Offer
Closing Date in accordance with US tender offer rules). Investors should note
that whether any steps will be taken to implement future corporate actions
remains entirely at the discretion of the Board, and no expectation or
reliance should be placed on the Board taking such action.

Recommendation

The Board considers that the proposed Tender Offer is in the best interests of
the Company and its Shareholders as a whole. Accordingly, the Board
unanimously recommends that Shareholders vote in favour of the Resolution to
be proposed at the General Meeting, as the Directors intend to do in respect
of their own beneficial holdings totalling 233,423 Ordinary Shares.

The Directors do not intend to tender any of their own Ordinary Shares. The
Directors make no recommendation to Shareholders as to whether or not they
should tender their Ordinary Shares in the Tender Offer or which of the
available options they should elect for. Whether or not Shareholders decide to
tender their Ordinary Shares will depend, among other factors, on their view
of the Company's prospects and their own individual circumstances, including
their own tax position. Shareholders who are in any doubt as to the action
they should take should consult an appropriate independent professional
adviser.

The Circular is available on the Company's website at www.veil.uk.

The Circular will shortly be available for inspection at the National Storage
Mechanism which is located
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

A short "Questions & Answers" document regarding these proposals is
available on the Company's website at www.veil.uk.

Expected Timetable

                                                                                2026
 Tender Offer opens                                                             3 June
 Record Date for the Tender Offer                                               6.00 p.m. on 3 June
 Latest date for Qualifying In Specie Shareholders to contact the Investment    5.00 p.m. on 22 June
 Manager in connection with the In Specie Option
 Latest time and date for receipt of Forms of Instruction and electronic proxy  9.30 a.m. on 22 June
 appointments for the General Meeting
 Latest time and date for receipt of Forms of Proxy for the General Meeting     9.30 a.m. on 23 June
 General Meeting                                                                9.30 a.m. on 24 June
 Results of General Meeting announced                                           24 June
 Annual General Meeting                                                         25 June
 Tender Closing Date: latest time and date for receipt of Tender Forms and TTE  6.00 p.m. on 6 July
 Instructions
 Results of Tender Offer announced                                              7 July
 Calculation Date                                                               close of business on 8 July
 Tender Price announced                                                         9 July
 CREST accounts credited with unsuccessfully tendered uncertificated Ordinary   by 12 July
 Shares
 Repurchase of Exit Shares announced                                            on or around 13 July
 Return of share certificates in respect of unsuccessfully tendered             by 13 July
 certificated Ordinary Shares and balancing certificates despatched
 Payments through CREST made in respect of the Exit Shares held in              13 July
 uncertificated form
 Cheques despatched in respect of the Exit Shares held in certificated form     13 July
 Transfer of portfolio assets to Qualifying In Specie Shareholders that have    on or around 14 July
 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 (0) 755 370 1237
 stevenmantle@dragoncapital.com (mailto:stevenmantle@dragoncapital.com)

 Jefferies International Limited
 Stuart Klein
 +44 (0) 207 029 8703
 stuart.klein@jefferies.com (mailto:stuart.klein@jefferies.com)

 h2Radnor
 Iain Daly
 +44 (0) 203 897 1830
 idaly@h2radnor.com (mailto:idaly@h2radnor.com)

 Montfort Communications
 Gay Collins, Alex Everett
 +44 (0) 779 862 6282
 veil@montfort.london (mailto:veil@montfort.london)

 

LEI: 213800SYT3T4AGEVW864

 

Annex I

The Tender Offer

Introduction and Summary

Shareholders are being invited by the Company to tender up to 10 per cent. of
the Ordinary Shares in issue on the Record Date (excluding Ordinary Shares
held in treasury). The Tender Offer is open only to Eligible Shareholders on
the Register as at the Record Date, being 6.00 p.m. on 3 June 2026. Any
shareholding that is not recorded on the Register on the Record Date will not
be eligible to participate in the Tender Offer.

Eligible Shareholders will be able to tender up to 10 per cent. of the
Ordinary Shares registered in their name on the Register as at the Record Date
(the "Basic Entitlement"), rounded down to the nearest whole number of
Ordinary Shares. Eligible Shareholders tendering up to their Basic Entitlement
will have their election satisfied in full. Registered Eligible Shareholders
who hold Ordinary Shares on the Record Date for multiple beneficial owners may
decide allocations among such beneficial owners at their own discretion.

Eligible Shareholders may tender Ordinary Shares in excess of their Basic
Entitlement (an "Excess Application"), with such Excess Applications being
satisfied if there are sufficient remaining Available Shares. Such remaining
Available Shares will be apportioned to Eligible Shareholders pro rata to
their Excess Applications should other Eligible Shareholders not tender the
full amount of their Basic Entitlement and as a result of certain Overseas
Shareholders not being permitted to participate in the Tender Offer.

The Tender Offer will include a Cash Exit Option and an In Specie Option.

Cash Exit Option

Eligible Shareholders may elect for the Cash Exit Option, pursuant to which
they will receive cash in respect of successfully tendered Cash Exit Shares in
an amount equal to the Tender Price multiplied by the relevant number of Cash
Exit Shares.

Eligible Shareholders on the Register on the Record Date electing for the Cash
Exit Option will be invited to tender for sale some or all of their Ordinary
Shares to the Company, which will purchase validly tendered Cash Exit Shares
(subject to the overall limits of the Tender Offer) at the Tender Price by way
of an on-market transaction on the main market of the London Stock Exchange.

In Specie Option

Qualifying In Specie Shareholders will be permitted to elect for the In Specie
Option, pursuant to which they will be entitled to receive a relevant
proportion of the portfolio assets in the In Specie Pool for their
successfully tendered In Specie Exit Shares.

Due to regulatory requirements in Vietnam, it is currently envisaged that
these Shareholders will first receive the Tender Price in cash for their In
Specie Exit Shares and will have committed pursuant to the Share Sale
Agreement to use such cash to acquire a pro rata share of all the securities
in the Company's portfolio, with a value equal to the Tender Price multiplied
by the aggregate number of In Specie Exit Shares.

Qualifying In Specie Shareholders on the Register on the Record Date electing
for the In Specie Option will be invited to tender for sale some or all of
their Ordinary Shares to the Company, which will purchase validly tendered In
Specie Exit Shares (subject to the overall limits of the Tender Offer) at the
Tender Price by way of an on-market transaction on the main market of the
London Stock Exchange.

The In Specie Option is available only to "Qualifying In Specie Shareholders"
being Eligible Shareholders that: (i) would be categorised as "professional
clients" or "eligible counterparties" pursuant to Chapter 3 of the FCA's
Conduct of Business Sourcebook (www.handbook.fca.org.uk/handbook/cobs3
(http://www.handbook.fca.org.uk/handbook/cobs3) ); (ii) can demonstrate to the
Company's satisfaction that they are capable of taking custody of a pro rata
share of the Company's portfolio; and (iii) agree to enter into the relevant
documentation required to effect the lawful transfer of a pro rata share of
the Company's portfolio, including, without limit, a Share Sale Agreement on
terms substantially similar to those set out in the Circular.

The offer of underlying securities in the Company's portfolio to Shareholders
other than "professional clients" or "eligible counterparties" would require
the Company to comply with onerous legislation. Accordingly, the In Specie
Option is not being made available to retail investors or to any other
Shareholders that do not meet all three criteria set out above to be a
Qualifying In Specie Shareholder.

An election by a Qualifying In Specie Shareholder for the In Specie Option
will instead be deemed to be an election for the Cash Exit Option in any of
the following circumstances: (i) the relevant Shareholder fails to agree to
such further terms and/or conditions and/or give such additional warranties
and/or representations as the Investment Manager and/or the Company (in their
absolute discretion) may require in connection with the election for the In
Specie Option; (ii) the Directors, in consultation with the Investment
Manager, determine that legal, regulatory or operational constraints make it
impractical or impossible to effect settlement of the In Specie Option; or
(iii) the aggregate number of Ordinary Shares elected for under the In Specie
Option would, in the opinion of the Directors, in consultation with the
Investment Manager, result in it being impractical or impossible for the
Company to effect settlement of the In Specie Option.

Asset Allocation and Settlement Mechanics

As at the Calculation Date, the Company's assets will be valued in accordance
with its normal accounting policies and procedures. Thereafter, a portion of
the Company's assets will be allocated to the Cash Exit Pool and the In Specie
Pool as set out below, in preparation for the settlement of entitlements to
Shareholders under each respective option.

Cash Exit Option

Following the Calculation Date, cash from the Company's portfolio will be
allocated to the Cash Exit Pool in an amount equal to the Tender Price
multiplied by the number of Cash Exit Shares.

Asset realisations will be based on expected elections for the Cash Exit
Option and will be undertaken by the Investment Manager. The Investment
Manager will develop a plan for asset realisations, duly considering the
interests of all Shareholders, and discuss those plans with the Board. This
approach allows the Investment Manager to select which assets to sell and to
determine the timing of such sales, taking into account prevailing market
conditions and liquidity, with the aim of achieving the best possible outcome
for Shareholders. The Board, based on the advice of the Investment Manager,
considers this approach preferable to a pro rata realisation of portfolio
assets, which would require the sale of a fixed proportion of each holding in
the Company's portfolio and could result in less favourable prices on
disposal, due to the conduct of third party market participants and/or the
forced sale of less liquid assets.

If cash in the portfolio is insufficient to meet the requirements of the Cash
Exit Pool following the Tender Closing Date, the Investment Manager will
realise additional assets ahead of the Calculation Date, and/or utilise the
Company's existing credit facility, to generate the necessary funds.

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 13 July 2026. Cheques in respect of Cash Exit
Shares held in certificated form are expected to be despatched on 13 July
2026.

In Specie Option

Following the Calculation Date, the In Specie Pool will be allocated a pro
rata share of all the securities within the Company's portfolio, with a total
value (based on the Net Asset Value of the Company as at the Calculation Date)
equal to the Tender Price multiplied by the aggregate number of In Specie Exit
Shares.

Although the Company intends to allocate securities to the In Specie Pool on a
strictly pro rata basis, it reserves the right to exclude from such allocation
any stock whose listing has been suspended or which the Directors consider
inappropriate for transfer to the In Specie Pool (for example, stocks subject
to corporate actions), in which case the relative proportions of the other
securities in the pool will be increased to account for the exclusion.

Following such allocation, Shareholders who have successfully tendered their
Ordinary Shares under the In Specie Option will be entitled to receive a
relevant proportion of the portfolio assets in the In Specie Pool, with a
value equal to the Tender Price multiplied by the number of such Ordinary
Shares.

Due to regulatory requirements in Vietnam, including restrictions on free of
payment transfers in certain circumstances, it is currently envisaged that
settlement of the In Specie Option will proceed as follows:

·    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. The Company
expects to utilise its existing credit facility to fund these cash payments.
Cash payments through CREST are expected to be made in respect of In Specie
Exit Shares held in uncertificated form on 13 July 2026.

·    Following receipt of such cash, and in accordance with the Share Sale
Agreement between the Company and the relevant Qualifying In Specie
Shareholder, such Shareholder will then be required to pay an equivalent
amount of cash back to the Company in order to purchase a relevant proportion
of the securities in the In Specie Pool, in proportion to the number of In
Specie Exit Shares successfully tendered by them.

·    The portfolio assets in the In Specie Pool will then be transferred
to Tendering Shareholders electing for the In Specie Option on the In Specie
Settlement Date, which is currently expected to be on or shortly around 14
July 2026.

·    The effect of these mechanics is that Shareholders who successfully
tender their Ordinary Shares under the In Specie Option will receive a
relevant proportion of the portfolio assets in the In Specie Pool, with a
value equal to the Tender Price multiplied by the number of such Ordinary
Shares.

However, should the necessary regulatory approvals or consents from the
relevant regulators be obtained to support free of payment transfers, the
Company reserves the right to amend these settlement mechanics to allow
portfolio assets in the In Specie Pool to be transferred directly to
Qualifying In Specie Shareholders in satisfaction of their entitlements under
the Tender Offer, without the need for the cash payment process described
above. In such circumstances, the Company will notify the affected
Shareholders in advance.

Costs of the Tender Offer

The fixed costs and expenses relating to the Tender Offer, including all
legal, tax and other advisory costs, are expected to be approximately
US$753,000 including VAT, where applicable.

In addition to the fixed costs, the Company will incur variable costs and
expenses, including the cost of realising assets in order to fund the Cash
Exit Pool, interest payments on any use of the Company's credit facility to
fund cash payments, and the amount of any broker fees, transfer taxes or
registration taxes that the Company as transferor is required to pay in
relation to the transfer of portfolio assets to Qualifying In Specie
Shareholders in connection with the In Specie Option. No UK stamp duty is
expected to be payable by the Company on the repurchase of Ordinary Shares by
the Company.

The amount of the variable costs will depend on, inter alia, the number of
Ordinary Shares tendered pursuant to the Tender Offer; the split of elections
between the Cash Exit Option and the In Specie Option; and the value of the
assets being realised and/or transferred pursuant to the Tender Offer.

However, the Tender Offer Costs have been factored into the 2.5 per cent.
discount to Adjusted Net Asset Value per share at which the Tender Price has
been set, and this discount is expected to cover all such costs. The Adjusted
Net Asset Value per Share shall be calculated as the Net Asset Value, adding
back any Tender Offer Costs that have been reflected in the Net Asset Value as
at that date, divided by the number of Ordinary Shares then in issue
(excluding any Ordinary Shares held in treasury). This approach is intended to
ensure that these costs are not borne by continuing Shareholders.

A Qualifying In Specie Shareholder electing for the In Specie Option will be
responsible for any brokerage costs (whether UK or non-UK) relating to assets
transferred to them, to the extent such costs are payable by the transferee.

Conditions of the Tender Offer

The Tender Offer is conditional on Shareholder approval of the Resolution,
which will be sought at the General Meeting. The Tender Offer is subject to
certain further conditions, and may be suspended or terminated in certain
circumstances, as set out in the Circular.

Shareholders' attention is drawn to the Circular which, together with the
Tender Form (for Shareholders holding Ordinary Shares in certificated form)
and the Share Sale Agreement (for Qualifying In Specie Shareholders)
constitutes the terms and conditions of the Tender Offer. Details of how to
tender Ordinary Shares can be found in the Circular.

Shareholders should note that, once tendered, those Ordinary Shares may not be
sold, transferred, charged, lent or otherwise disposed of other than in
accordance with the Tender Offer.

IMPORTANT INFORMATION

The person responsible for arranging for the release of this announcement on
behalf of Vietnam Enterprise Investments Limited is Dragon Capital Management
(HK) Limited.

This announcement does not constitute or form part of, and should not be
construed as, an offer for sale or subscription of, or solicitation of
any offer to subscribe for or to acquire, any ordinary shares in the Company
in any jurisdiction.

This announcement does not contain all the information set out in the
Circular. Shareholders should read the Circular in full before deciding what
action to take in respect of the General Meeting and the Tender Offer.

The value of shares and the income from them is not guaranteed and can fall as
well as rise due to stock market and currency movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance should not be considered a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "may", "might",
"will" or "should" or, in each case, their negative or other variations or
similar expressions. All statements other than statements of historical facts
included in this announcement, including, without limitation, those regarding
the Company's financial position, strategy, plans, and objectives, are
forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and,
accordingly, the Company's actual future financial results and operational
performance may differ materially from the results and performance expressed
in, or implied by, the statements. These forward-looking statements speak only
as at the date of this announcement and cannot be relied upon as a guide to
future performance. Subject to its legal and regulatory obligations, the
Company expressly disclaims any obligations or undertaking to update or revise
any forward-looking statements contained herein to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based unless required to do so by
law or any appropriate regulatory authority.

Notice of 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. This document 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 document. 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 subject to the
exemptions provided by Rule 14d-1 thereunder 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 U.S. Securities and Exchange Commission 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.

 

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