Soeben eingetroffen:
Dear Investors
Following the announcement on 15 March 2012, the Directors of
Vietnam Holding Limited have decided to recommend to Shareholders
that the Company makes a bonus issue of warrants to shareholders on
a pro rata basis of one warrant for every three ordinary shares
held.
The Company has today published a Circular to its Shareholders
including recommended proposals for the Bonus Issue and Notice of
an Extraordinary General Meeting ("EGM") to be held at Hotel
Glaernischhof, Claridenstrasse 30, 8022 Zurich, Switzerland on 11
April 2012 at 4:00 pm. The Circular also includes resolutions for
Shareholders to consider concerning amendments to the Articles of
Association and authority to utilise Treasury shares.
A copy of the Circular including the EGM Notice and Proxy is
attached to this email.
The precise terms of the Warrants are expected to be set out in a
Prospectus to be published by the Company in due course. It is
currently intended that the Prospectus will be published in May
2012 and that the Warrants will be issued shortly thereafter.
Reasons for the proposed Bonus Issue of Warrants
The VNH Board is proposing the Bonus Issue for the following
reasons:
- The Board believes that the issue of the Warrants represents an
attractive way in which investors can participate in future Net
Asset Value growth of the Company through conversion into Shares at
a predetermined price;
- Any exercise of the Warrants will increase the capital base of
the Company, allowing future operating costs to be spread across a
larger number of Shares, and consequently should cause the
Company's total expense ratio to fall;
- The number of Shares in issue will increase following the
exercise of any Warrants, which may in due course improve the
liquidity of the Shares; and
- Shareholders will receive listed securities which may have a
monetary value and may either be traded in a similar fashion to
their existing Shares or converted into Shares upon maturity.
- The Board also believes that a number of important macro-economic
conditions have shown consistent improvement in Vietnam's economy
since the fourth quarter of 2011, including a declining rate of
inflation, shrinking trade deficits, and the Vietnamese central
bank's increasing resolve for banking reform. The Board considers
that the capital raised through the exercise of the Warrants could
be well deployed for attractive investments as these positive
trends may further strengthen the valuation fundamentals of
Vietnamese enterprises.
Treasury Shares
Due to changes in Cayman Islands law, a Cayman Islands company may
now acquire and hold its own shares as treasury shares. Previously,
when a Cayman Islands company acquired its own shares they were
automatically cancelled and became available for re-issue as part
of the company's authorised share capital.
The Board's objective in utilising treasury shares is primarily to
control the level of discount to the NAV per Share at which the
Shares trade. Under Cayman law the Directors are able to transfer
Shares from treasury at any price. The Directors are aware of the
issues that arise in relation to the transfer of Shares from
treasury at a discount to the NAV per Share and therefore the Board
proposes certain guidelines on the transfer of shares from Treasury
which are set out in the Circular.
If you have any questions with regards to the Circular please let
us know. It would be a great pleasure for us to welcome you at our
EGM on 11 April in Zurich. Should you not be able to attend in
person please use the proxy form to participate in the voting. We
are happy to assist you with the procedures if needed.
Kind regards, Gyentsen Zatul
ciao, Dopi