Funds
AIM Rule 26

The following information is being disclosed for the purpose of Rule 26 of the AIM Rules for Companies. This information was last updated on 30 June 2010.

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

Corporate Governance

Board of Directors
The Directors have 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 Directors of the Company are:

Nicholas Brooke, Chairman
Horst F. Geicke, Director
Don Lam, Director
Robert Gordon, Director
Nicholas Allen, Director
Michael Arnold, Director
Read biographies of Company Directors

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 VinaLand. 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: Nicholas Brooke, Horst Geicke, Don Lam, and David Henry.

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, Development Advisor, and Directors.  The Nomination and Remuneration Committee is comprised of Nicholas Brooke, Robert Gordon and Michael Arnold.

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 Brooke (chair) and Robert Gordon.

Valuation Committee: TThe Valuation Committee is comprised of Nicholas Brooke (chair) and Michael Arnold. 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 the Investment Manager 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 Committee.

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.

Company Constitutional Documents
Amended and Restated Memorandum and Articles of Association

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 (Round 2 – 22 March 2007):        499,967,622
No securities are held as treasury shares.

The table below lists the Company’s significant shareholders as of 15 June 2010:

Investor Name

Number of shares

% holding

Citivic Nominees (Euroclear)

349,675,448

69.94%

Clearstream/Banking

119,087,697

23.82%

Vietnam Master Holding II (SPV of VOF) 29,998,057 6.00%


As the Company is incorporated under Cayman Islands law, it is not subject to the provisions of the Disclosure and Transparency Rules (U.K.) of the U.K. Financial Services Authority, and consequently, its shareholders are not ordinarily subject to any requirement to disclose to the Company their level of interest in the Company’s shares; therefore, the holdings described above may not be entirely accurate. Although the Company encourages its shareholders to notify the Company of any relevant changes in their shareholding, it should be noted that such disclosure is different to that required by the Disclosure and Transparency Rules and may not always ensure compliance with the requirements of Rule 17 of the AIM Rules.

Please note the Company does not currently have a share buyback facility according to its Articles of Association, except where 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 10 June 2010, the interests of the Directors in the shares, underlying shares and debentures of the Company were as follows:

Issued shares 499,967,622

Name

Direct interest (# shares)

% holding

Indirect interest (# shares)

% holding

Horst Geicke

2,750,000

0.55%

1,072,583

0.21%

Don Lam

2,457,250

0.49%

1,072,583

0.21%

Nicholas Brooke

150,000

0.03%

 

 

In addition, please note that VinaCapital Investment Management Ltd. (VCIM) holds a total of 1,072,583 ordinary shares in the Company, with the most recent share purchase of 100,000 ordinary shares occurring on 6 August 2010 at a price of USD0.78 per share. As a result of their interest in VCIM, Horst Geicke and Don Lam now hold an indirect interest in VNL of 1,072,583 shares in addition to their direct interests as listed above.

Insofar as the Company is aware, the percentage of AIM securities not held in public hands is 1.28%.

Restrictions on Trading of Securities
Investors are free to purchase and sell shares whenever they please

Monthly, Quarterly and Annual Reports

Company Announcements

AIM Admission Document

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:
LCF Edmond de Rothschild Securities Limited
5 Upper St Martin's Lane, London WC2H 9EA, United Kingdom

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

Legal Adviser to the Company (as to Cayman Islands law):
Maples & Calder
PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

Auditors:
Grant Thornton (Vietnam) Ltd.
28th Floor, Saigon Trade Center, 37 Ton Duc Thang Street, District 1, Ho Chi Minh City, Vietnam

Fund NAV NAVps*
VOF 783m
(Jul 10)
2.41
VNL 720m
(Jun 10)
1.44
VNI 252m
(Jul 10)
0.63
* NAV per share.