Vietnam : Update re proposed bonus issue of warrants

9 March 2015

VietNam Holding Limited ("VNH" or the "Company")

Update re proposed bonus issue of warrants

On 2 February 2015, the Company announced that the Board of VNH (the "Board ") had decided, in principal, to examine the potential for a bonus issue of warrants ("Warrants ") to VNH shareholders ("Shareholders ") as a method of increasing the funds available to the Company to take advantage of favourable investment conditions in Vietnam and its stock markets.  

The Board, having concluded its review, today announces that, subject to the finalisation of certain regulatory considerations relating to marketing securities in certain jurisdictions, it intends to recommend that the Company issue Warrants to Shareholders on a pro rata basis of one Warrant for every three ordinary VNH shares ("Ordinary Shares ") held (the "Bonus Issue "). The Bonus Issue would be subject, inter alia, to the approval of Shareholders at an extraordinary general meeting to be convened by the Company in due course (the "EGM "); the subsequent publication of a Prospectus; and the admission of the Warrants to trading on the AIM Market.

The principal terms of the Bonus Issue are expected to include:

·    one Warrant issued for every three Ordinary Shares held by Shareholders on the Bonus Issue record date;

·    a final exercise date which is currently expected to be 24 months from the date of issue;

·    a Warrant exercise price equal to the Net Asset Value per Ordinary Share as at the month end immediately prior to the EGM;

·    certain eligibility requirements and other provisions usual for such instruments including those relating to adjustment, protections and procedures for modification of rights; and

·    the Warrants being transferable and admitted to trading on the AIM Market.

The full terms of the Warrants are expected to be broadly similar to those issued by the Company in 2012 and will be set out in a Prospectus to be published by the Company following the EGM. The Warrants will be issued shortly after such publication.

Further details of the Bonus Issue, including the expected timetable once finally determined by the Board, will be set out in a circular and despatched to Shareholders together with a notice of the EGM (the "Notice ").

The Board also intends that the Notice will contain a proposal to amend the articles of association of the Company and to reschedule the continuation vote which is currently scheduled to take place at the Annual General Meeting of the Company in 2016 to the Annual General Meeting of the Company in 2018 (the "Articles Amendment Vote "). The Board is of the opinion that the certainty of at least three years of ongoing operations for the Company will provide the best structure from which to optimise the benefits of the Bonus Issue. To the extent that the Articles Amendment Vote is not passed, the final exercise date for the Warrants, assuming the Bonus Issue is approved by Shareholders at the EGM, is expected to be brought forward by six months.

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About VNH

VNH is a closed end fund listed on the AIM Market of the London Stock Exchange and the Entry Standard market of the Frankfurt Stock Exchange. VNH's portfolio is actively managed by Vietnam Holding Asset Management Limited, an investment management company with offices in Ho Chi Minh City and Zurich, which specializes in the development and management of Vietnamese equity funds.