REG - Vietnam Enterprise - Conditional Tender Offer

Vietnam Enterprise InvestmentsAnnouncement

07/03/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250307:nRSG7999Za&default-theme=true

RNS Number : 7999Z  Vietnam Enterprise Investments Ltd  07 March 2025

COMPANY ANNOUNCEMENT

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

7 March 2025

 

Vietnam Enterprise Investments Limited

("VEIL" or the "Company")

 

100% Conditional Tender Offer

 

The Board of VEIL is pleased to announce that the Company proposes to
introduce a five-year performance-related 100% conditional tender offer (the
"Conditional Tender Offer").

 

The Conditional Tender Offer will be conditional on the Company's net asset
value ("NAV") total return underperforming against its reference index,
currently the Vietnam Ho Chi Minh Stock Index ("VN Index"), over the five-year
period from close of business on 31 March 2025 to close of business on 31
March 2030 (the "Performance Period").

 

The Board has confidence that the Company's Investment Manager will outperform
the Company's reference index over the next five years. Nonetheless, in
consultation with the Investment Manager, the Board has decided that, should
performance be below the reference index, there should be a mechanism for
shareholders to realise up to 100% of their interests in the Company.

 

Accordingly, if the Company's NAV total return fails to meet or exceed the
reference index total return (both in USD terms) over the Performance Period,
and subject to the Discontinuation Resolutions (as such term is defined below)
not being passed at the Company's 2025 and 2030 annual general meetings, the
Board will put forward proposals to shareholders to undertake a tender offer
for up to 100% of their interests in the Company. Any such tender offer will
be at a price equal to the realisation proceeds of a tender pool created by
reference to the then prevailing NAV less the costs of the tender offer. The
allocation of the Company's assets to the tender pool will be undertaken with
the aim of ensuring that continuing and exiting shareholders are treated
fairly. The return of capital from the realisation of assets in the tender
pool may take place in more than one tranche, with the timing of returns of
capital dependent on the number of shares tendered, the composition of the
tender pool and prevailing market liquidity at that time.

 

In accordance with the Company's articles of association (the "Articles"), the
Company is required to propose a special resolution for the winding up of the
Company at its annual general meeting in 2025 and every five years thereafter
(a "Discontinuation Resolution"), such resolution becoming effective on the 31
December in the second year after the passing of the Discontinuation
Resolution. The purpose of the Discontinuation Resolution is to enable
shareholders to reflect, on a reasonably regular basis, on the continued
existence of the Company.

 

If the Conditional Tender Offer is triggered, the Company intends to seek
shareholder approval for the requisite share buy-back authority at the
Company's annual general meeting in 2030. The Conditional Tender Offer will be
conditional upon obtaining this approval, meaning shareholders will ultimately
decide whether the Conditional Tender Offer proceeds. The Conditional Tender
Offer will also be conditional on the Discontinuation Resolution not being
passed at the Company's 2030 annual general meeting.

 

If the Discontinuation Resolution is passed at the 2030 annual general
meeting, shareholders would ultimately receive the proceeds from 100 per cent
of their investment through the winding-up process. However, in accordance
with the Articles, the winding-up would only take effect on 31 December 2032,
and the process of realising the portfolio and distributing proceeds to
shareholders may take longer, depending on market conditions and the liquidity
of the Company's portfolio. The Board therefore expects that, if triggered,
the Conditional Tender Offer would provide an alternative mechanism for
shareholders seeking a shorter timeframe for the return of their capital.

 

The introduction of the Conditional Tender Offer will not affect the Board's
current approach to discount management, and the Board will continue to
exercise its authority to buy back shares when it believes this to be in
shareholders' interests, and with the aim of managing the discount at which
the Company's shares trade relative to the NAV per share.

 

Chair Sarah Arkle said: "The Board remains confident in the Company's future
prospects. However, we are disappointed with the level of the discount at
which the Company's shares have been trading, which has widened in common with
other listed investment company discounts. In recognition of this, and to give
shareholders an opportunity to exit their holding if the Company
underperforms, and with the full support of the Investment Manager, the Board
is introducing a 100% Conditional Tender Offer, allowing shareholders to
realise up to 100% of their investment if the Company's NAV performance
underperforms its reference index over the next five years. This ensures that,
in the event of underperformance against the reference index, shareholders who
wish to exit have a structured option, while long-term investors can continue
to benefit from Dragon Capital's investment process and commitment to active
fund management, which will remain unchanged. We believe this strikes the
right balance between confidence in our future performance and our commitment
to shareholder value."

 

 

 

Enquiries:

 

Vietnam Enterprise Investments Limited

Rachel Hill

+44 (0) 797 121 4852

rachelhill@dragoncapital.com (mailto:rachelhill@dragoncapital.com)

 

Steve Mantle

+44 (0) 755 370 1237

stevenmantle@dragoncapital.com (mailto:stevenmantle@dragoncapital.com)

 

Jefferies International Limited

Stuart
Klein

+44 (0) 20 7029 8703

stuart.klein@jefferies.com (mailto:stuart.klein@jefferies.com)

 

h2Radnor

Iain Daly

+44 (0) 20 3897 1830

idaly@h2radnor.com (mailto:idaly@h2radnor.com)

 

VEIL's LEI code is 213800SYT3T4AGEVW864

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  TENPKOBKABKKKNK