Company name DWS Vietnam Fund
Headline Company Update


RNS Number : 8682C
DWS Vietnam Fund Limited
30 June 2016
 

COMPANY ANNOUNCEMENT



For Immediate Release

30 June 2016


DWS VIETNAM FUND LIMITED


Re: Company Up-date

The Directors of DWS Vietnam Fund Limited (the "Company") would like to announce an up-date regarding proposals for the Company's future.

Resignation of DeAM Asia as Investment Manager and Proposed Replacement

On 18 May 2016, the Company announced that it had received notice from Deutsche Asset Management (Asia) Limited ("DeAM Asia") of its resignation as Investment Manager of the Company with effect from 30 September 2016.  The resignation of DeAM Asia is the result of a review of the current business focus of Deutsche Asset Management.

DeAM Asia has been the Fund's Investment Manager from inception (November 2006).  Furthermore, since April 2009, Duxton has been providing investment management and advisory services in relation to the Company's investments under the terms of a sub-delegation agreement between DeAM Asia and Duxton.  That sub-delegation agreement will automatically terminate upon the resignation of DeAM Asia on 30 September 2016.

The Board intends to appoint a replacement Investment Manager, and to that end has entered into discussions with Duxton to provide investment management services for the remainder of 2016 following the resignation of DeAM Asia.  The appointment of Duxton as the new Investment Manager will be subject to the prior approval of the Irish Stock Exchange.

As a consequence of the resignation of DeAM Asia, a special resolution proposing to change the name of the Company will be put to shareholders at this year's annual general meeting of the Company (the "AGM") in accordance with the terms of the current investment management agreement (the "IMA").

Preliminary Proposals for the Company's Future

Introduction

As announced on 18 May 2016, the Board intends to convene the AGM to take place no later than 30 September 2016.  In accordance with the Company's articles of association (the "Articles"), at the AGM shareholders will be requested to vote on, amongst other things, a resolution to wind-up the Company effective 31 December 2016.  Following initial feedback from shareholders, the Board is considering proposals to restructure the Company, as an alternative to winding up the Company, and it is expected that shareholders will also have an opportunity to vote on the restructuring proposals at the AGM.

Restructuring Proposals - Partial Open-ending of the Company

It is anticipated that, under the restructuring proposals, the Company's existing shares would be split into two share classes, with each shareholder receiving A shares and B shares in proportion to their current holdings in the Company:

·           Class A shares: These would represent, by and large, the liquid securities held by the Company.  The A shares would be, in effect, open-ended, with monthly redemptions and subscriptions.  The terms and conditions for redemptions and subscriptions have not yet been finalised but a summary will be included in the circular to be sent to shareholders convening the AGM (the "AGM Circular").

·           Class B shares: These would represent, by and large, the Company's illiquid securities and this share class would remain closed-ended.  This would enable the illiquid positions to be managed as a run-off portfolio, with capital returned to shareholders as investments are realised, with an anticipated target 2 year wind up period.

Restructuring the Company as outlined above would require a special resolution to amend its Articles.  A special resolution requires a 75% shareholder majority vote (of those present in person or by proxy) to take effect.

With a view to managing the costs incurred by the Company in connection with the restructuring proposals, the Directors currently envisage that the special resolution to be proposed at the AGM will approve the restructuring proposals in principle.  Assuming that resolution is passed, the documentation required to implement the restructuring proposals will be prepared and the Directors will convene another shareholder meeting before 31 December 2016 to approve the necessary changes to the Articles.

Wind-up Vote

Notwithstanding the restructuring proposals, shareholders will be given the opportunity at the AGM to vote on a special resolution to wind-up the Company.  The Directors currently anticipate that the winding-up resolution will be conditional on the proposed restructuring not being approved at the AGM or, if approved, not being implemented by 31 December 2016 effective 31 December 2016.

The special resolution to wind-up the Company will also require a 75% shareholder majority vote (of those present in person or by proxy) to take effect.

Continuation

In the event that neither the special resolution relating to the restructuring proposals nor special resolution to wind-up the Company is passed, the Company would continue with no modifications to its existing capital structure.  In that event, Duxton has proposed that the following changes in policy be implemented: 

·           The IMA would be revised to encompass a lower fee structure with a high water mark in relation to the performance fee.

·           The introduction of a continuation vote every two years.

·           The introduction of a transparent share buy-back policy.  

It is worth noting that continuation of the Company in its current form would enable the Company to make new allocations to private equity investments, an asset class which has historically delivered superior returns for the Company.

General

The restructuring proposals and the proposals for the continuation of the Company in the event that neither the restructuring proposals resolution nor the winding-up resolution is passed at the AGM are preliminary in nature and, as such, subject to change without notice.  Accordingly, there can be no certainty as to the final details, terms and conditions of any such proposals. 

Appointment of Financial Advisor

The Board expects to appoint Cantor Fitzgerald Europe as its financial adviser in connection with the change of manager and restructuring and wind-up resolutions to be considered at the AGM.

Shareholder Communications

During the period before the AGM, the Board wishes to communicate with investors regarding the future of the Company.  In order to facilitate these communications, the Board invites investors to establish contact by email with the Company on dwsvietnamfund@dmsoffshore.com or Duxton on dvf@duxtonam.com.

Enquiries:




Duxton Asset Management Pte. Ltd.

Mr Scott Weldon

Phone: +65 6511 0362



Matheson

Margot McDonagh

Phone: +353 1 232 2000

 

 

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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