The following information is being disclosed for the purpose of Rule 26 of the AIM Rules for Companies. This information was last updated on 22 May 2013.
Description of Company’s business
Vietnam Infrastructure Limited (‘VNI’) is a closed-end fund trading on the AIM of the London Stock Exchange. Launched in July 2007, the company focuses on infrastructure and infrastructure-related assets in Vietnam, namely energy, transport, telecommunications, industrial parks and water/environmental utilities. The fund is managed by VinaCapital Investment Management Ltd.
Investing policy
Company Constitutional Documents
Other fund documents
Corporate Governance
Board of Directors
The Directors have overall responsibility for the Company’s activities including the review of its investment activities and performance. They have primary responsibility for determining the Company’s overall investment objective, strategy and policies 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 regularly to review the Company’s investment strategy and policies and as required to approve investments. The Directors of the Company are:
Board Committees: The Board currently has three committees to appropriately fulfil 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 infrastructure projects that the Investment Manager believes are suitable for investment by the Company. The Investment Committee is comprised of individuals with financial, business and infrastructure backgrounds. The current appointees to the Investment Committee are: Tony Hsun, Than Trong Phuc, Louie Doan and Khanh Vu.
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 Luong Van Ly, Paul Cheng and Ekkehard Goetting (chair).
Audit and Valuation Committee: The Audit and Valuation Committee is responsible for assisting the Board in monitoring accounting policies and financial reporting practices of the Company. The current appointees to the Audit and Valuation Committee are: Paul Cheng, Luong Van Ly and Ekkehard Goetting (chair).
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
VNI is traded on the AIM of the London Stock Exchange (VNI.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: 402,100,000.
Treasury shares: 23,666,084
Voting rights in the Company: 378,433,916
The table below lists the Company’s significant shareholders as of 22 May 2013:
| Investor Name |
Number of shares |
% holding |
| Dali Capital/ Ace Securities |
58,894,570 |
15.42% |
| Ironsides Partners LLC |
50,290,000
|
13.29%
|
| Citibank-Singapore |
37,800,000 |
9.90% |
| Morgan Stanley |
24,336,500 |
6.37% |
| Merrill Lynch PFS |
19,999,000 |
5.24% |
| Armor Advivors LLC |
18,583,000 |
4.87% |
| JP Morgan |
15,345,000 |
4.02% |
| Vietnam Master Holding 2 Ltd |
12,050,000 |
3.15% |
SMBC Nikko
|
11,770,000 |
3.08% |
| Six Sis AG |
11,578,080 |
3.03% |
The Company informs shareholders that under the Amended and Restated Memorandum and Articles of Association dated 8 May 2007, 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 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: 378,433,916
Issued shares: 402,100,000
| Name |
Direct interest (#shares) |
% holding
|
Indirect interest (#shares) |
% holding |
| Don Lam* |
700,000 |
0.2% |
4,000,000
|
1.0%
|
Tony Hsun**
|
250,000 |
0.06% |
|
|
*Don Lam is the CEO of VinaCapital, the Fund's Manager, not on the Board of Directors.
**Tony Hsun is the Managing Director of the Fund, not on the Board of Directors.
Insofar as the Company is aware, the percentage of AIM securities not held in public hands is 1.26%.
Trading of Securities
Investors are free to purchase and sell shares when ever they please.
Company Advisers
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
Legal Adviser to the Company (as to Vietnamese law):
Frasers Law Company
Unit 2, 10th Floor, Saigon Centre, 65 Le Loi Boulevard District 1, Ho Chi Minh City, Vietnam
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
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
Read biographies of Company Directors
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