The following information is being disclosed for the purpose of Rule 26 of the AIM Rules for Companies. This information was last updated on 07 May 2013.
Description of Company’s business
Launched March 2006, VinaLand Limited (‘VNL’), is a closed-end fund traded on the London Stock Exchange’s Alternative Investment Market (AIM) (VNL.L). The fund focuses on the key growth segments within Vietnam’s emerging real estate market, including residential, office, retail, hospitality and township (large scale) projects. The manager’s objective is to provide shareholders with an attractive level of income as well as creating a potential for capital growth. The fund is managed by VinaCapital Investment Management, with VinaCapital Real Estate acting as development adviser.
Investing policy
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Company Constitutional Documents
Other fund documents
Monthly, Quarterly and Annual Reports
Company Announcements
AIM Admission Document
Corporate Governance
Board of Directors
The Board has overall responsibility for the Company’s activities including the review of its investment activity and performance. They have primary responsibility for determining the Company’s overall investment objectives, strategy and policy and for implementing the Company’s investment policies. The Board is also responsible for supervising and reviewing the activities of the Investment Manager. The Board will meet at least four times a year to review the Company’s investment objectives and policies and as required to approve investments. The Board of the Company comprises:
Nicholas Brooke, Chairman
Nicholas Allen, Director
Charles Isaac, Director
Michel Casselman, Director
Stanley Chou, Director
Board Committees: The Board will maintain four committees to appropriately fulfill certain responsibilities of the Board of Directors.
Investment Committee: The Investment Committee has been established by the Board and is responsible for considering and approving real estate projects that the Investment Manager feels are suitable for investment by the Company. The Investment Committee is comprised of individuals with financial and business backgrounds combined with extensive hands-on local experience. The current appointees to the Investment Committee are: David Blackhall, Khanh Vu, Jason Ng and Vinh Le.
Remuneration and Nomination Committee: The Remuneration and Nomination Committee controls, monitors, and makes recommendations to the Board with respect to fees payable to the Investment Manager, Development Advisor, and Directors. The Nomination and Remuneration Committee is comprised of Michel Casselman (Chair), Nicholas Brooke and Nicholas Allen.
Audit Committee: The Audit Committee is responsible for assisting the Board in monitoring accounting policies and financial reporting practices of the Company. The Audit Committee is comprised of Nicholas Allen (chair), Nicholas Brooke and Charles Isaac.
Valuation Committee: The Valuation Committee is comprised of Nicholas Brooke (chair), Nicholas Allen and Stanley Chou. Investment properties are revalued at least annually and may be revalued more frequently if the Investment Manager or Valuation Committee believes there has been a material change in the value of a property. The valuation process consists of obtaining two valuations for each property from independent valuation companies. The valuations are reviewed by the Valuation Committee as the basis for the final valuation approved by the Board.
Country of incorporation: Cayman Islands
Main country of operation: Vietnam
Shareholders Rights:
The rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
Stock Exchanges
VNL is listed on the AIM market of the London Stock Exchange (VNL.L). There are no other exchanges or trading platforms on which the company has applied or agreed to have its shares admitted or traded.
Capital Structure
Issued shares: 481,298,227.
No securities are held as treasury shares.
The table below lists the Company’s significant shareholders as of 31 Mar, 2013
| Investor Name |
Number of shares |
% holding |
| Six Sis AG |
74,535,001 |
15.47% |
Credit Suisse AG
|
52,086,1367 |
10.81% |
Vietnam Master Holding 2 Ltd
|
36,216,326 |
7.52% |
| JP Morgan |
25,585,000 |
5.31% |
| Bank Julius Baer |
22,462,844 |
4.66% |
| Bewaarbedr Schretlen |
17,955,536 |
3.73% |
| Morgan Stanley |
16,534,172 |
3.43% |
The Company informs shareholders that under the Amended and Restated Memorandum and Articles of Association dated 10 December 2010, every shareholder 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 16 April 2013, the interests of the Directors in the shares, underlying shares and debentures of the Company were as follows:
Issued shares: 481,298,227
| Name |
Direct interest (# shares) |
% holding |
Indirect interest (# shares) |
% holding |
| Don Lam* |
2,557,250 |
0.53% |
1,072,583
|
0.2%
|
| Michel Casselman |
141,500 |
0.03% |
500,000 |
0.1% |
| Nicholas Brooke |
243,000 |
0.05% |
|
|
Charles Isaac
|
224,000
|
0.05%
|
|
|
| Nicholas Allen |
95,627 |
0.02% |
|
|
*Don Lam is the CEO of VinaCapital, the Fund's Manager, not on the Board of Directors.
Insofar as the Company is aware, the percentage of AIM securities not held in public hands is 0.98%
Restrictions on Trading of Securities
Investors are free to purchase and sell shares whenever they please.
Company Advisers
Development Adviser to the Investment Manager
VinaCapital Real Estate Limited
Unit 1703, Sun Wah Tower, 115 Nguyen Hue Boulevard, District 1, Ho Chi Minh City, Vietnam
Nominated Adviser
Grant Thornton UK LLP
30 Finsbury Square, London EC2P 2YU, United Kingdom
Broker:
Edmond de Rothschild Securities Limited
5 Upper St Martin''s Lane, London WC2H 9EA, United Kingdom
Co-Broker:
Numis Securities Limited
The London Stock Exchange Building,10 Paternoster Square,London EC4M 7LT
Administrator and Registrar :
HSBC Institutional Trust Services (Asia) Limited
39/F Dorset House, 979 King''s Road, Quarry Bay, Hong Kong
Legal Advisers to the Company (as to English law):
Lawrence Graham LLP
4 More London Riverside, London, SE1 2AU
Administrator and Registrar :
Maples & Calder
PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands
Auditors:
External auditor:
PwC Hong Kong
21/F Edinburgh Tower, 15 Queen''s Road Central, Hong Kong
Internal auditor:
KPMG Vietnam
10th floor, Sunwah Tower, 115 Nguyen Hue, Street, District 1, Ho Chi Minh City, Vietnam
2.76%
