The following information is being disclosed for the purpose of Rule 26 of the AIM Rules for Companies. This information was last updated on 21 May 2013.
Description of Company’s business
VinaCapital Vietnam Opportunity Fund Ltd ("VOF") is a closed-end fund trading on the London Stock Exchange’s Alternative Investment Market (AIM) (VOF.L). Launched in 2003, VOF is one of the largest and most successful Vietnam funds. The fund managers focus on key growth sectors of the domestic economy, seeking to capitalise on their broad business to realise sustainable capital appreciation and provide attractive levels of return for investors.
Company Constitutional Documents
Other fund documents
Board of Directors
The Directors have primary responsibility for implementing the investment policy of the Company and in particular for the Company’s overall investment strategy. They will also be responsible for supervising and reviewing the activities of the Manager. The Board will meet at least four times a year to review the Company’s investment policies and objectives. The Board currently consists of:
William Vanderfelt, Chairman
Don Lam, Director
Martin Glynn, Non-executive Director
Michael G. Gray, Non-executive Director
Steven Bates, Independent Non-executive Director
Martin Adams, Independent Non-executive Director
Board Committees: The Board will maintain three committees to appropriately fulfill certain responsibilities of the Board of Directors.
Nomination and Remuneration Committee: The Nomination and Remuneration Committee controls, monitors, and makes recommendations to the Board with respect to fees payable to the Investment Manager and Directors. The Nomination and Remuneration Committee is comprised of William Vanderfelt (chair), Michael G. Gray and Martin Glynn.
Audit Committee: The Audit Committee controls and monitors financial reporting practices and accounting policies of the Company, including ongoing operational expenses of the fund such as bank fees, regulatory fees, legal fees, letting fees, and acquisition and disposal fees. The Audit Committee is comprised of Michael G. Gray (chair), Martin Glynn and William Vanderfelt.
Valuation Committee: The Valuation Committee meets on a biennial basis to review and monitor the valuation policies adopted by the Investment Manager. The Valuation Committee is comprised of Martin Glynn (chair), William Vanderfelt and Michael G. Gray.
Investment Committee: The Investment Committee assigned to the Company by the Investment Manager is responsible for considering and approving investments that the Investment Manager determines are suitable for the Company.
Country of incorporation: Cayman Islands
Main country of operation: Vietnam
The rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
VOF is traded on the AIM of the London Stock Exchange (VOF.L). There are no other exchanges or trading platforms on which the company has applied or agreed to have its shares admitted or traded.
Issued shares: 324,610,259
Voting rights in the Company: 274,440,594
The table below lists the Company’s significant shareholders as of 31 Mar, 2013:
||Number of shares
|SMBC NIKKO BK
|CREDIT SUISE LONDON
|STATE STREET BK
The Company informs shareholders that under the Amended and Restated Memorandum and Articles of Association dated 17 June 2009, every member shall comply with the notification and disclosure requirements set out in Chapter 5 of the Disclosure and Transparency Rules Sourcebook of the UK Financial Services Authority Handbook as if the Company were classed as an ‘issuer’ whose ‘home state’ is the United Kingdom. If it comes to the attention of the Directors that a shareholder has not within the requisite period disclosed their holding in the Company, the Company may, inter alia, at the discretion of the Directors, notify the shareholder that their shares in relation to the holding shall not be entitled to a vote, either in person or in proxy, at any general meeting of the Company.
Please note the Company has established a share buyback facility and the Company may tender to buy back shares using realised profits as part of the Company’s dividend distribution policy.
Directors' interest in the Company
As at 20 May 2013, the interests of the Directors in the shares, underlying shares and debentures of the Company were as follows:
Voting rights in the Company: 274,440,594(excludes Treasury shares):
Issued shares 324,610,259
||Direct interest (# shares)
||Indirect interest (# shares)
|Michael G. Gray
*Andy Ho is the Managing Director of the Fund, not on the Board of Directors.
**On 30 January 2008 VinaCapital Investment Management Ltd. (VCIM) announced that it acquired 235,342 ordinary shares in VOF at a price of USD2.9598 per share.
Restrictions on Trading of Securities
Investors are free to purchase and sell shares whenever they please.
Grant Thornton UK LLP
30 Finsbury Square, London EC2P 2YU, United Kingdom
Edmond de Rothschild Securities Limited
5 Upper St Martin's Lane, London WC2H 9EA, United Kingdom
Numis Securities Limited
The London Stock Exchange Building,10 Paternoster Square,London EC4M 7LT
Custodian, Administrator and Registrar/Receiving Agent
HSBC Trustee (Cayman) Limited
HSBC House, Mary Street, Grand Cayman, Cayman Islands
Solicitors to the Company:
Lawrence Graham (as to English law)
4 More London Riverside, London, SE1 2AU
Maples & Calder (as to Cayman Islands law) :
Ugland House, PO Box 30967, South Church Street, George Town, Grand Cayman, Cayman Islands
PwC Hong Kong
21/F Edinburgh Tower, 15 Queen's Road Central, Hong Kong
10th floor, Sunwah Tower, 115 Nguyen Hue, Street, District 1, Ho Chi Minh City, Vietnam