THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended immediately to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are in a country outside the United Kingdom, another appropriately authorised independent financial adviser. If you were a Shareholder and have sold or otherwise transferred all your Shares, please send this document as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, neither this document nor any accompanying document(s) should be forwarded or transmitted to or in any jurisdiction outside the United Kingdom where to do so may violate any legal or regulatory requirement. If you are an existing holder of Shares and you have sold or transferred part only of your registered holding of Shares, please contact the stockbroker, bank or other agent through whom the sale or transfer was effected. VIETNAM ENTERPRISE INVESTMENTS LIMITED (an exempted company incorporated with limited liability in the Cayman Islands with registered number MC-59397) Proposals including a move to the Main Market of the London Stock Exchange, the restatement of the investment policy and the adoption of New Articles and Notice of General Meeting ______________________________________________________________________________ Notice of a General Meeting to be held at Level 23, Interchange Building, 399 Sukhumvit Road, Bangkok 10110, Thailand at 11.00 a.m. (Bangkok time) on 21 June 2016 is set out at the end of this document. The proposals described in this document are conditional upon Shareholder approval of the Resolution at the General Meeting. Registered Shareholders are requested to complete and return the Form of Proxy attached to this document for use at the General Meeting. To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon to Standard Chartered Bank at Changi, 7 Changi Business Park Crescent, Level 3, Singapore 486028 (fax no. +65 6305 1760 or e-mail: [email protected]) as soon as possible and, in any event, so as to arrive by no later than 11.00 a.m. (Bangkok time) on 20 June 2016. If a Form of Proxy is delivered by fax or e-mail, the original should follow by post. Standard Chartered Bank is not responsible for the preparation of this document and accepts no responsibility for any information contained herein. BENEFICIAL SHAREHOLDERS ARE REMINDED THAT THE DEADLINE TO SUBMIT THEIR VOTES WILL DEPEND ON THE DEADLINE ESTABLISHED BY THEIR CUSTODIAN. THE COMPANY THEREFORE RECOMMENDS THAT BENEFICIAL SHAREHOLDERS CONTACT THEIR CUSTODIAN, ASK FOR THEIR CUSTODIAN'S DEADLINE AND SUBMIT THEIR VOTES TO THEIR CUSTODIAN BEFORE THEIR CUSTODIAN'S DEADLINE TO ENSURE THAT THEIR VOTES WILL BE VALID AND SUBMITTED IN TIME.
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt
about the contents of this document or as to the action you should take, you are recommended
immediately to seek your own independent financial advice from your stockbroker, bank manager,
solicitor, accountant or other appropriately qualified independent financial adviser authorised under the
Financial Services and Markets Act 2000 (as amended) or, if you are in a country outside the United
Kingdom, another appropriately authorised independent financial adviser.
If you were a Shareholder and have sold or otherwise transferred all your Shares, please send this document as soon
as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or
transfer was effected for onward transmission to the purchaser or transferee. However, neither this document nor any
accompanying document(s) should be forwarded or transmitted to or in any jurisdiction outside the United Kingdom
where to do so may violate any legal or regulatory requirement. If you are an existing holder of Shares and you have
sold or transferred part only of your registered holding of Shares, please contact the stockbroker, bank or other agent
through whom the sale or transfer was effected.
VIETNAM ENTERPRISE INVESTMENTS LIMITED (an exempted company incorporated with limited liability in the Cayman Islands
with registered number MC-59397)
Proposals including a move to the Main Market of the London Stock Exchange, the restatement of the investment policy and the adoption of New Articles
PART 1 - LETTER FROM THE CHAIRMAN ................................................................... 4
PART 2 - RESTATED INVESTMENT OBJECTIVE AND POLICY ........................................ 13
PART 3 - SUMMARY OF PROPOSED CHANGES TO THE ARTICLES OF ASSOCIATION ...... 15
PART 4 - DEFINITIONS .......................................................................................... 17
NOTICE OF GENERAL MEETING .............................................................................. 20
Page 3
EXPECTED TIMETABLE
2016
Latest time and date for receipt of Forms of Proxy 11.00 a.m. on 20 June
General Meeting 11.00 a.m. on 21 June
Announcement of the results of the General Meeting
21 June
Delisting from the Irish Stock Exchange expected to be effective and Admission and dealings in the Shares expected to commence on the Main Market of the London Stock Exchange
early July
Notes:
1. Each of the times and dates referred to in the expected timetable above and elsewhere in this document may be extended or brought forward at the discretion of the Company. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service.
2. All times referred to in this document are, unless otherwise stated, references to Bangkok time.
Page 4
PART 1 - LETTER FROM THE CHAIRMAN
VIETNAM ENTERPRISE INVESTMENTS LIMITED (Incorporated in the Cayman Islands with limited liability with registered number MC-59397)
Directors
Wolfgang Bertelsmeier (Chairman)*
Stanley Chou (Senior Independent Director)*
Marc Faber*
Gordon Lawson*
Derek Loh*
Dominic Scriven
* Independent.
All non-executive.
Registered Office
PO Box 309Ugland House
Grand CaymanKY1-1104
Cayman Islands
23 May 2016
Dear Shareholder
Proposals including a move to the Main Market of the London Stock Exchange, restatement of the investment policy and the adoption of New Articles
1. Introduction
The Company was launched in 1995 and the Company's Shares have been admitted to
trading on the main securities market of the Irish Stock Exchange since that year. Since
launch, the Net Asset Value of the Company has grown considerably and, as at 12 May 2016,
was approximately US$850.5 million. The Company is now the longest running fund with a
focus on Vietnam and one of the largest offshore listed vehicles dedicated to investment in
the country. The Company's growth has been the result of a number of factors, including the
raising of further funds through issues of new Shares, strong investment performance and the
recent merger with another Vietnam focused fund, Vietnam Growth Fund Limited, on 31
December 2015.
Following the merger the Company's reconstituted Board, together with the Company's
Investment Manager, have considered how the Company's structure might be further
enhanced and modernised, taking into account feedback from a number of investors. The
Board considers that a move to the Main Market will be advantageous to Shareholders, and
will provide the Company with a platform for further growth as it seeks to build on its success
and attract investment from new investors. On 14 March 2016 the Company announced that
it had commenced preparations for an application for admission of the Company's Shares to a
premium listing on the Official List of the UK Listing Authority under Chapter 15 of the FCA
Listing Rules and to trading on the Main Market of the London Stock Exchange.
In order to be eligible for a premium listing on the Official List, the Company will need to
clarify the Company's investment policy and make certain changes to the Articles and to the
Investment Management Agreement.
Accordingly, your Board today announced that a General Meeting is being convened at which
Shareholders will be asked to approve the Proposals. The General Meeting will be held at
"CREST" the relevant system as defined in the CREST Regulations in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755), as amended
"Depositary Interest Facility" the facility offered by Computershare for the holding of depositary interests representing Shares
"Depositary Interest Trust Deed" the trust deed to be dated on or around the date of the Prospectus Summary Document entered into by Computershare in relation to the Depositary Interest Facility
"Directors" or "Board" the directors of the Company, whose names appear on page 4 of this document
"Disclosure and Transparency Rules" the disclosure and transparency rules made by the FCA under Part VI of FSMA
"Dragon Capital" the Dragon Capital group of companies
"Euroclear" Euroclear UK & Ireland Limited
"Existing Articles" the existing Articles
"FCA" the Financial Conduct Authority
"FCA Listing Rules" the listing rules made by the FCA under section 74 of FSMA
"Form of Proxy" the form of proxy attached to this document for use at the General Meeting
Page 18
"FSMA" the UK Financial Services and Markets Act 2000, as amended
"General Meeting" the general meeting of the Company convened for 11.00 a.m. (Bangkok time) on 21 June 2016, or any adjournment thereof
"Investment Management Agreement" the investment management agreement dated 29 December 2000 and amended on each of 1 June 2002, 9 September 2005, 12 June 2006, 1 December 2006, 15 December 2006, 24 January 2007 and 21 December 2015, between the Company and the Investment Manager
"Irish Listing Rules" the code of listing requirements and procedures of the Irish Stock Exchange for the listing of investment funds and, where applicable the listing rules of the Irish Stock Exchange relating to admission to the official list of the Irish Stock Exchange
"Irish Stock Exchange" Irish Stock Exchange plc
"London Stock Exchange" London Stock Exchange plc
"Main Market" the main market for listed securities operated by the London Stock Exchange
"Management Shares" management shares in the capital of the Company, having the rights set out in the Articles
"NAV per Share" the NAV divided by the number of Shares in issue on the relevant date of calculation (excluding any Shares held in treasury)
"Net Assets", "Net Asset Value" or "NAV" the value of the assets of the Company less its liabilities, determined in accordance with the accounting policies and principles adopted by the Company from time to time
"New Articles" the Articles proposed to be adopted at the General Meeting
"Official List" the official list maintained by the UK Listing Authority
"Proposals" the proposals for the Company including a move to the Main Market, restatement of the investment policy and the adoption of New Articles, as described in this document
"Prospectus Summary Document" means the prospectus summary document of the Company to be published following the General Meeting in connection with Admission
"Prospectus Rules" the rules and regulations made by the FCA under Part VI of FSMA
Page 19
"Register" the register of members of the Company
"Resolution" the special resolution to be proposed at the General Meeting in relation to the Proposals as set out in the notice of general meeting at the end of this document
"Revised Investment Management Agreement"
the amended and restated investment management agreement dated 23 May 2016 between the Company and the Investment Manager
"Shareholders" holders of Shares
"Shares" redeemable ordinary shares of nominal value US$0.01 each in the capital of the Company
"Sterling" the lawful currency of the UK
"UK Corporate Governance Code" the UK Corporate Governance Code as published by the Financial Reporting Council from time-to-time
"UK Listing Authority" or "UKLA" the FCA acting in its capacity as the competent authority for the purposes of admissions to the Official List
"uncertificated" or "in uncertificated form"
a Share recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
"US Dollars" or "US$" the lawful currency of the US
Page 20
NOTICE OF GENERAL MEETING
VIETNAM ENTERPRISE INVESTMENTS LIMITED (Incorporated in the Cayman Islands with limited liability with registered number MC-59397)
Notice is hereby given that a general meeting of Vietnam Enterprise Investments Limited (the
"Company") will be held at Level 23, Interchange Building, 399 Sukhumvit Road, Bangkok
10110, Thailand at 11.00 a.m. (Bangkok time) on 21 June 2016 to consider and, if thought
fit, approve the following resolution which will be proposed as a special resolution:
SPECIAL RESOLUTION
THAT the Proposals as defined and described in the circular to shareholders of the
Company dated 23 May 2016 (the "Circular") be approved and, without prejudice to
the generality of the foregoing, IT IS RESOLVED by special resolution:
(A) that the delisting of the redeemable ordinary shares of US$0.01 each in the
capital of the Company (the "Shares") from the main securities market of the
Irish Stock Exchange be approved;
(B) that the admission of the Shares to the premium segment of the Official List of
the UK Listing Authority and to trading on the main market for listed securities
operated by the London Stock Exchange ("Admission") be approved;
(C) that the investment objective and policy of the Company be restated with
effect from Admission in the form set out in Part 2 of the Circular;
(D) that the existing memorandum and articles of association of the Company be
replaced in their entirety with a new memorandum and articles of association
in the form laid before the meeting and signed by the chairman of the meeting
for the purpose of identification, with effect from Admission; and
(E) that each of the directors of the Company and/or the company secretary be
and hereby is authorised and instructed to do all such acts, and do all such
things, as are necessary or expedient to give effect to the Proposals make such
change effective.
By order of the Board 23 May 2016
Maples Secretaries (Cayman) Limited
Company Secretary
Registered Office
PO Box 309 Ugland House
Grand Cayman KY1-1104
Cayman Islands
Page 21
Notes:
1. A member entitled to attend and vote at the above general meeting of the Company
is entitled to appoint one or more proxies to attend and, on a poll, vote on his behalf.
A proxy need not be a member of the Company. A form of proxy in respect of the
above meeting is enclosed with this document as a separate document for despatch
to shareholders of the Company.
2. Persons who hold shares through Citivic Nominees Ltd / Euroclear or Clearstream
Banking, Luxembourg ("Clearstream") should directly send their completed proxy
forms to their registered shareholders (Citivic Nominees Ltd / Euroclear and
Clearstream).
3. Persons who hold shares through any intermediaries or custodian, should send their
completed proxy forms directly to the intermediaries or custodian.
4. Proxy forms must be deposited at Standard Chartered Bank at Changi, 7 Changi
Business Park Crescent, Level 3, Singapore 486028 (fax no. +65 6305 1760 or e-
mail: [email protected]) no later than 11.00 a.m. (Bangkok time) on 20 June
2016. If the form of proxy is delivered by fax or e-mail, the original should follow by