Company name Vietnam Phoenix Fd L
Headline Result of Elections - Restructuring Proposal


RNS Number : 9981S
Vietnam Phoenix Fund Limited
29 December 2016
 

COMPANY ANNOUNCEMENT



For Immediate Release

29 December 2016


VIETNAM PHOENIX FUND LIMITED


Re: Result of Elections Pursuant to Restructuring Proposal

The Directors of Vietnam Phoenix Fund Limited (the "Company") announces the result of Elections in connection with the Restructuring Proposal.  Words and expressions defined in the circular to shareholders of the Company dated 8 December 2016 (the "Circular") have the same meanings when used in this announcement unless the context requires otherwise.  Full details of the Restructuring Proposal are set out in the Circular, which can be accessed via the headline announcement (http://www.ise.ie/app/announcementDetails.aspx?ID=13061285) released on 8 December 2016. 

In connection with the Restructuring Proposal, the Company received the following Elections (including deemed Elections):

Option

No. of Ordinary Shares Elected

% of Issued Share Capital

Continuation Option

191,377,519

45.2

Realisation Option

232,372,481

54.8

With effect from 1 January 2017, each existing issued Ordinary Share will be redesignated as a Class C Share of US$0.10 par value and sub-divided into two shares:

·           one such sub-divided issued share being a Class C Share of US$0.005 par value (referred to in the Circular as Private Equity Shares) (a "Class C Share"); and

·           the other such sub-divided issued share being redesignated as either a Class A Share of US$0.005 par value (referred to in the Circular as a Continuation Share) (a "Class A Share") or a Class B Share of US$0.005 par value (referred to in the Circular as a Realisation Share) (a "Class B Share") as may be required to give effect to the Election made in respect of such Ordinary Share.

Accordingly, upon the Restructuring Proposal becoming effective on 1 January 2017, the Company's issued share capital will comprise the following:

Class of Shares

No. of Shares In Issue

ISIN

Class A Shares

191,377,519

KYG9363R1056

Class B Shares

232,372,481

KYG9363R1130

Class C Shares

423,750,000

KYG2886W1078

Only the Class C Shares will continue to be listed on the Irish Stock Exchange. 

The investment objective of each class of Share (the "Redesignated Shares") in issue on 1 January 2017 will be as follows:

·           Class A Shares: To seek long-term capital appreciation by investing in a diversified portfolio of Vietnamese-related securities (onshore and offshore), such as equity, fixed-income and money market instruments.

·           Class B Shares: To realise the Realisation Pool's assets in an orderly manner over a period of up to six months and return cash to Realisation Shareholders promptly by means of pro rata redemptions of Realisation Shares.

·           Class C Shares: To realise the assets in the Private Equity Pool, to be effected in an orderly manner that seeks to achieve a balance between maximising the value of the Private Equity Pool and returning cash to Private Equity Shareholders promptly by means of pro rata redemptions of Private Equity Shares.

Each class of Redesignated Shares will carry the right to receive all dividends paid out of the Pool attributable to the relevant class.  Similarly, on a winding-up of the Company, the holders of each class of Redesignated Shares will have the right to have distributed to them any surplus assets in the Pool attributable to the relevant class.  Holders of Class A Shares and Class C Shares will be entitled to attend and vote at all general meetings of the Company (Class B Shares will not confer any voting rights). 

With effect from 1 January 2017, the Company's assets and liabilities will be split and allocated to the respective Pools attributable to the Class A Shares, Class B Shares and Class C Shares in accordance with the terms of the Restructuring Proposal and the Elections referred to above.  The Company confirms that the listing of Novaland Investment Group occurred on 28 December 2016 and, accordingly, the Company's investment in that company will not be allocated to the Pool attributable to the Class C Shares.

For illustrative purposes only, had the Restructuring Proposal become effective on 1 December 2016 and based on the value of the Company's net assets and the NAV per Ordinary Share as at 30 November 2016 and the Elections referred to above, the respective initial NAVs per Class A Share, Class B Share and Class C Share would have been as follows:

Class of Shares

Net Assets
Attributable to Class

NAV per Share

Class A Shares

US$106.0m

US$0.55

Class B Shares

US$125.9m

US$0.54

Class C Shares

US$136.6m

US$0.32

Investors should note that, for the purposes of calculating the value of the Company's net assets and the NAV per Ordinary Share as at 30 November 2016, the value of the Company's unlisted investments was based on their valuation as at their last quarterly valuation (being 30 September 2016).  The Company will continue to value its unlisted investments on a quarterly basis (the next valuation being as at 31 December 2016) and all other assets on a monthly basis.  Accordingly, the respective initial NAVs per Class A Share, Class B Share and Class C Share, which will be calculated based on the value of the Company's net assets as at 31 December 2016 may vary materially from the illustrative numbers set out in the table above.

From 1 January 2017, the Company will maintain separate records for each class of Redesignated Share (and its corresponding Pool) for the purpose of allocating assets and liabilities of the Company to the relevant class of Redesignated Share.  Although separate accounting records will be maintained in respect of each class of Redesignated Share (and its corresponding Pool), there is no legal segregation of the assets and liabilities attributable to each class of Redesignated Share (and its corresponding Pool).  Accordingly, if the liabilities attributable to any class of Redesignated Share (and its corresponding Pool) exceed its assets, creditors of the Company may have recourse to the assets attributable to the other classes of Redesignated Share (and their corresponding Pools).

Finally, the Company confirms that:

·           it and the Investment Manager have entered the new investment management agreement referred to in the Circular with effect from 1 January 2017; and

·           the new memorandum and articles of association of the approved by Shareholders at the extraordinary general meeting of the Company on 23 December 2016 will be adopted in substitution for, and to the exclusion of, all existing memorandum and articles of association of the Company with effect from 1 January 2017.

Enquiries:


Vietnam Phoenix Fund Limited

dwsvietnamfund@dmsgovernance.com

Scott Weldon
Duxton Asset Management Ltd

T: +65 6511 0362

Sue Inglis
Cantor Fitzgerald Europe

T: +44 20 7894 8016

Margot Carty
Matheson

T: +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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