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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Vietnam Prop. | LSE:VPF | London | Ordinary Share | KYG9362H1083 | ORD USD0.01 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.5525 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMVPF
RNS Number : 4402Y
Vietnam Property Fund
22 February 2013
VIETNAM PROPERTY FUND LIMITED
PROPOSED CANCELLATION OF TRADING ON AIM
Vietnam Property Fund Limited
22 February 2013
Press release 22 February 2013
Vietnam Property Fund Limited
("VPF" or the "Company")
Proposed cancellation of trading on AIM
The Company today announces that it intends to seek shareholder approval for the cancellation of admission of its Ordinary Shares to trading on AIM (the "Cancellation").
The Company is today sending to shareholders a circular and notice of general meeting convening the Annual General Meeting (the "Circular") at which a special resolution will be proposed to approve the Cancellation, among others. The Circular will be available shortly on the Company's website at www.vietnampropertyfund.com.
The Annual General Meeting will be held at 1901 Me Linh Point, 2 Ngo Duc Ke, District 1, Ho Chi Minh City, Vietnam at 11.00 a.m. (Vietnam time) on 20 March 2013. Should the Cancellation be approved at the Annual General Meeting, it is expected that it will take effect from the time AIM opens for trading on 3 April 2013.
Capitalised terms used but not defined in this announcement have the same meaning as given to them in the Circular.
Hot Features
Premium
Expected timetable of events 2013
Release of the Circular (and the Form of Proxy) to Shareholders 22 February
Latest time and date for receipt of Form of Proxy by the Company's registrars 11.00 a.m. on 19 March
(Vietnam time)
Annual General Meeting 11.00 a.m. on 20 March
(Vietnam time)
Admission of Ordinary Shares to the Main Securities Market of the Irish Stock Exchange 21 March
Last day of dealing in Ordinary Shares on AIM 2 April
Delisting of Ordinary Shares from AIM 3 April
Notes:
(i) If any of the above time and/or dates change, the revised time and/or date will be notified to Shareholders by an announcement through a regulatory information service recognised by the London Stock Exchange.
(ii) Delisting requires the approval of not less than 75 per cent of votes cast by Shareholders in person or by proxy at the Annual General Meeting.
(iii) If the Listing Resolution is passed, dealings in Ordinary Shares on AIM will cease from the time AIM closes for trading on 2 April 2013 and Delisting shall become effective from the time AIM opens for trading on 3 April 2013.
(iv) It is expected that admission of the Ordinary Shares to the Main Securities Market of the Irish Stock Exchange will commence on 21 March 2013.
For further information, please
contact:
Tel: +44 (0) 20 7107 8000
Seymour Pierce
(Nominated Adviser to the Company
and Broker)
Rick Thompson
Tom Sheldon
The following information is extracted from the Circular.
BACKGROUND ON THE RESOLUTIONS
Ordinary Business:
The ordinary business to be conducted at the AGM includes:
(i) the adoption of the financial statements for the financial
year 2010/11;
(ii) the adoption of the financial statements for the financial
year 2011/12;
(iii) the re--election of each of Alastair Orr Ewing, Gregory
Djerejian, Simon Landy, Andrew William Legge and Laurence
Hayes as a Director; and
(iv) the re-appointment of KPMG Ltd. of Vietnam as auditors
of the Company.
Adoption of the Financial Statements for the financial
years 2010/11 and 2011/12
The Board reviewed and approved the annual report, including
the financial statements, for each of the financial years
ended on 30 June 2011 and 30 June 2012. Copies of the annual
reports have been made available to Shareholders. The annual
reports and the financial statements are now being put
to the Shareholders for adoption.
Re-appointment of Directors
Further to the terms of appointment applicable to each
of the Directors, each Director has been appointed until
the next AGM and all Directors have submitted themselves
for re-election. It is proposed that the Shareholders re-elect
Alastair Orr Ewing, Gregory Djerejian, Simon Landy, Andrew
William Legge and Laurence Hayes as non executive Directors
of the Company until the next AGM.
Re-appointment of KPMG as the Auditors
The final matter of ordinary business to be considered
at the AGM is the re-appointment of KPMG as the auditors
of the Company. It is proposed that the Shareholders authorise
the Board to re-appoint KPMG Ltd. of Vietnam as the Company's
auditors and further authorise the Board to fix the remuneration
of the auditors.
ANNUAL REPORTS AND FINANCIAL STATEMENTS
Copies of the Company's annual reports and accounts for
each of the financial years ended 30 June 2011 and 30 June
2012 have been sent to all Shareholders. If you have not
yet received a copy of the annual reports and accounts,
you are urged to contact Ms. Ha Tran (tel: +848 3 823 9355
/ email: hatran@dragoncapital.com) at the Company's investment
manager; at the offices of Seymour Pierce, 20 Old Bailey,
London, EC4M 7EN or at the offices of Standard Chartered
@ Changi, 7 Changi Business Park Crescent, Level 3, Singapore
486028 during normal business hours until 24 hours prior
to the AGM and at the AGM itself.
Special Business:
To approve delisting from AIM and admission to listing
on the ISE
As Shareholders are well aware, the Company's quoted share
price performance has been disappointing as ongoing selling
by small investors has resulted in a widening discount
gap between the Company's net asset value ("NAV") and the
prevailing quoted share price. The Company's share buyback
programme has been successful in reducing this gap only
temporarily, because the Company's share price on AIM appears
to be extremely sensitive to trades, even to an order by
a single seller. On the other hand, the Company's AIM admission
does not appear to facilitate liquidity through the trading
of larger numbers of shares.
The Board has concluded that an AIM admission no longer
serves a useful function for the Company in terms of providing
access to capital or providing Shareholders with liquidity.
However, the Board recognises the value to Shareholders
of having the Ordinary Shares listed on an exchange for
governance, transparency and liquidity purposes and, having
consulted with the Investment Manager (which has experience
in managing other funds listed on the ISE), the Board believes
that an ISE listing is a suitable alternative to AIM for
the following reasons:
* the ISE has a number of listed investment funds aimed
at sophisticated investors that are focused on
emerging markets;
* by listing on a recognised exchange such as the ISE
it is expected the Company will be subject to at
least equivalent governance and transparency
standards; and
* the ongoing costs of compliance of an ISE listing
(such as legal, accounting, exchange and the absence
of nominated advisor costs) are expected to be less
than the costs associated with maintaining an AIM
admission.
The Board therefore proposes that the Shareholders approve
the AIM Delisting and ISE Admission.
In accordance with Rule 41 of the AIM Rules, the Company
has notified the London Stock Exchange of the proposed
Delisting.
The Listing Resolution seeks Shareholders' approval for
the Company to proceed with the Delisting and also to seek
Admission to the ISE. That Resolution is not conditional
on the passing of any other resolutions.
Subject to the Listing Resolution being passed at the Annual
General Meeting, it is anticipated that trading in the
Ordinary Shares on AIM will cease at close of trading on
2 April 2013 with the Delisting taking effect from AIM
opening for trading on 3 April 2013. Admission is expected
to occur on 21 March 2013, prior to Delisting taking effect.
Following Delisting, the Ordinary Shares will continue
to be registered with Euroclear and Clearstream. Accordingly,
following Admission, settlement of transactions in the
Ordinary Shares may take place within the Euroclear and
Clearstream paperless settlement systems if a Shareholder
so wishes. Euroclear and Clearstream are voluntary systems
and Shareholders who wish to receive and retain share certificates
will be able to do so. Pursuant to the rules of the ISE,
each investor subscribing for new Ordinary Shares and each
registered transferee acquiring Ordinary Shares after Admission
must be a Professional Investor for the purposes of the
rules of the ISE and must subscribe for or acquire Ordinary
Shares with a Net Asset Value of at least US$100,000.
Upon the Delisting becoming effective, Seymour Pierce will
cease to be nominated adviser to the Company, and the Company
will no longer be required to comply with the AIM Rules.
Following Admission, the Company will be required to comply
with the ISE's listing requirements, procedures and ongoing
obligations for investment funds. Certain derogations have
been granted by the ISE in respect of the investment restrictions
contained in its listing rules to take into account the
nature of the Company's investment portfolio. The Board
remains committed to managing discounts and intends to
continue its share buyback programme. The one-off cost
of Admission is estimated to be around US$50,000 which
is expected to be offset by savings from lower expenses
at ISE within 12 months.
To consider amendments to the Articles of Association relating
to the share repurchase authority
The Company's Articles contain a provision that gives the
Board authority to repurchase a portion of the Company's
shares in certain circumstances, with repurchased shares
being cancelled. The Board considers that it would be beneficial
for the Company also to have discretion to hold such shares
as treasury shares rather than cancel them. This would
provide for greater flexibility in discount management
as the Company could sell repurchased shares at a smaller
discount than they were purchased for, or at no discount;
and the Company would also be generating cash by the sale
of such shares, permitting further investments by the Company.
Accordingly, the Board proposes that Shareholders approve
an amendment to the Company's Article 13, as set out in
the "Form of Proxy" attached to this Circular.
If shares are held as treasury shares, in accordance with
the Companies Law of the Cayman Islands, the Company will
be the registered holder of shares, but will not be treated
as a member for any purpose or the exercise of any rights.
Treasury shares may not be voted at any meeting of the
Company and will not be counted in determining the total
number of issued shares at any given time; and no dividend
or distribution may be made to the Company in respect of
a treasury share. Treasury shares may be cancelled or transferred
(by way of sale or otherwise) at any time. The Directors
may transfer shares out of treasury on such terms, including
as to price as they determine.
The cost of making repurchases would normally be funded
by the Company's cash holdings. In addition, the exercise
of any repurchase powers would be entirely at the Board's
discretion depending on the relevant circumstances at the
time although the Board would be under no obligation to
utilise any such powers, and if utilised, have discretion
whether some or all of those shares should be held as treasury
shares or cancelled.
The Company will make quarterly announcements via the Irish
Stock Exchange of any repurchase of shares or sale of treasury
shares made by the Company.
To consider amendments to the Articles of Association relating
to notifiable interests
The Articles contain a provision that obliges Shareholders
to notify the Company when they acquire or cease to have
a "notifiable interest" in the Company's shares. A person
has such an interest when they are the holder of 3 per
cent or more of the issued shares in any class in the capital
of the Company or when such a holding increases or decreases
by any single percentage point.
This provision was included in the Articles as a compliance
measure to assist the Company with discharging its ongoing
notification obligations to the London Stock Exchange under
the AIM Rules.
Under the rules of the ISE, which would apply to the Company
from Admission, the Company would be required to notify
the companies announcements office of the ISE upon a person
holding 30 per cent or more of the issued share capital
in any class. Further, the Company would have to be kept
informed of any changes in such person's holding while
ever their holding remained above this threshold.
To ensure that the notifiable interest provisions in the
Articles remain consistent with the stock exchange on which
the Ordinary Shares are listed, the Board proposes that
Shareholders approve an amendment to Article 139, as set
out in the "Form of Proxy" attached to this Circular.
VOTING BY PROXY AND THROUGH DEPOSITORIES
The Company registrar's deadline to receive validly completed
proxy forms from the registered holder of Ordinary Shares
is 11.00 a.m. (Vietnam time) on 19 March 2013. Please note
that this deadline applies to the registered Shareholders,
namely Euroclear and Clearstream Banking, Luxembourg, who
will need to ensure that the validly completed proxy forms
will be returned in time by fax to +65 6305 1760 or by
e-mail: sg_fundservices@sc.com (with original to follow
by post) to Standard Chartered @ Changi, 7 Changi Business
Park Crescent, Level 3, Singapore 486028 (marked for the
attention of Fund Services - Securities Services).
BENEFICIAL HOLDERS ARE REMINDED THAT THE DEADLINE TO SUBMIT
THEIR PROXY FORMS HOWEVER 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 PROXY FORMS
TO THEIR CUSTODIAN BEFORE THEIR CUSTODIAN'S DEADLINE TO
ENSURE THAT THEIR VOTES WILL BE VALID AND SUBMITTED IN
TIME.
Completing a Proxy Form will not preclude Shareholders
from attending the AGM and voting in person (or by corporate
representative) if they wish to do so. If any assistance
is required, please contact the following help lines:
* Euroclear Help line : +322 224 2199
* Clearstream Help line : +352 2433 8068
RECOMMENDATION
Your Directors consider that approval of the ordinary and
special business is in the Company's best interests and
in the best interest of the Shareholders as a whole and
recommend that you VOTE IN FAVOUR of the Resolutions to
be proposed at the meeting.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the Memorandum and Articles of Association of
the Company will be available for inspection at the offices
of Seymour Pierce, 20 Old Bailey, London, EC4M 7EN or at
the offices of Standard Chartered @ Changi, 7 Changi Business
Park Crescent, Level 3, Singapore 486028 during normal
business hours until 24 hours prior to the AGM and at the
AGM itself.
- Ends -
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEAXAFAAKDEFF
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