Recommended changes to the memorandum and articles of association and
compulsory repurchase of share
(Thomson Reuters ONE) - For immediate release on 24 September 2009 INDOCHINA CAPITAL VIETNAM HOLDINGS LIMITED ("ICV" or the "Company")Recommended changes to the memorandum and articles of association and compulsory repurchase of sharesThe Company is pleased to announce that it is today publishing acircular (the "Circular") setting out further details of therecommended changes to the Memorandum and Articles and compulsoryrepurchase of Shares.A notice convening an Extraordinary General Meeting to take place at10.00 a.m. on Monday 19 October 2009 is set out at the end of theCircular.The text of the Chairman's letter is as follows:"Dear Shareholder or Depository Interest Holder,IntroductionOn 31 July 2009 we sent you a circular containing details of arecommended proposal to split the Company's portfolio into arealisation portfolio and a continuation portfolio. Shareholdersapproved the proposals but valid forms of election were received inrespect of 67.7 per cent. of the Ordinary Shares so, as set out inthe circular, the Board announced the commencement of an orderlyrealisation of the Company's portfolio.This letter sets out the manner in which the net realisation proceedsare to be distributed. In order to achieve this in a fair and timelymanner the proceeds are to be distributed through one or morecompulsory repurchases of Shares, each on a pro rata basis. Theproposals require Shareholder consent and an Extraordinary GeneralMeeting has therefore been convened for 10.00 a.m. on Monday, 19October 2009, the formal notice of which is set out at the end ofthis document.Distribution of net proceeds and liquidationIf Shareholders approve the proposed changes to the Memorandum andArticles, the Board intends to make an initial distribution toShareholders, by way of a compulsory repurchase of the samepercentage of each holding of Shares or Depositary Interests, of anamount equal to the US dollar cash balance held by the Company less aprovision for ongoing expenses. This distribution will be made assoon as practicable after the Extraordinary General Meeting. TheBoard intends to make further repurchases on a monthly basis providedthe US dollar cash balance exceeds $1 million. However, the exacttiming and size of further distributions is uncertain and will dependon the speed and prices at which the portfolio can be realised andthe net proceeds converted into US dollars.The changes also allow for the issue of a preference share, whichwill carry no rights except the right to vote. This share is tosatisfy BVI legal requirements that a company have at least oneshareholder at all times prior to its liquidation, while keeping thecost of liquidation as low as possible. The Chairman will hold thepreference share and will vote to commence the liquidation as soon asthe Company no longer has any net assets, which will be when all theOrdinary Shares have been repurchased. The preference share will notbe listed but the Ordinary Shares will remain listed on the LondonStock Exchange until repurchased.Details of the changes to the Company's memorandum and articles ofassociation required to enable the Company to return the net proceedsof the portfolio in the manner described are set out on page 5 ofthis document. The changes require Shareholder consent and a noticeconvening an Extraordinary General Meeting to be held on Monday, 19October 2009 at the offices of Slaughter and May, One Bunhill Row,London EC1Y 8YY is set out on page 7. The purpose of the meeting isto consider, and if thought fit, to pass the resolutions necessary toamend the Memorandum and Articles to allow the proposals to beimplemented.Portfolio updateAs at 28 August 2009, the Net Asset Value of the Company amounted toUS$255.4 million (representing US$5.60 per Ordinary Share) and theanalysis of the portfolio by asset class was as follows:+-------------------------------------------------------------------+| | $m | % || | | ||--------------------------------+------------------+---------------|| Cash and | 124.1 | || others | | 48.6 ||--------------------------------+------------------+---------------|| Bonds | 0 | 0 ||--------------------------------+------------------+---------------|| Listed equity | 101.1 | 39.6 ||--------------------------------+------------------+---------------|| OTC | 3.1 | 1.2 ||--------------------------------+------------------+---------------|| Private Equity | 27.1 | 10.6 |+-------------------------------------------------------------------+The portfolio analysis has been extracted without adjustment from theunaudited management accounts of the Company as at 28 August 2009 andtakes no account of any income, expenses or change in the value ofinvestments since that date.As at 23 September 2009 (being the latest practicable date prior topublication of this document), the Net Asset Value of the Company isestimated by the Investment Manager to amount to $257.0 million ofwhich $173.9 million was held in cash (of which $147.0 was held in USdollars).TaxationVietnamShareholders of the Fund who are (i) companies established outside ofVietnam; (ii) individuals residing outside of Vietnam and not a taxresident of Vietnam shall not be liable to Vietnamese tax on gainsderived from the disposal of their shares in the Fund. Shareholderswho are companies established in Vietnam or individuals residing inVietnam or tax resident in Vietnam who are in any doubt as to theirtax position in Vietnam should consult an appropriate independentprofessional tax adviser.British Virgin IslandsThe Company has been advised that there should be no liability to BVItaxation in respect of any holding of Shares or disposal of suchholdings.United StatesThe U.S. federal income tax consequences to holders who are subjectto U.S. federal income tax ("U.S. holders") will depend on amongother things whether the compulsory repurchase of Shares is pursuantto a plan of liquidation under U.S. federal income tax principles.U.S. holders are urged to consult their tax advisers as to the taxconsequences of a repurchase of Shares.United KingdomNo representation is made as to the taxation consequences of theproposal for Shareholders who are subject to taxation in the UK. Thetaxation of the sum received for the repurchase of Shares will dependon the individual circumstances of the Shareholder but will be thesame as if the Shareholder had offered to sell the relevant Sharesfor the consideration received through the market, although therewill be no costs or expenses payable by the Shareholder in connectionwith the sale.This is not - and is not intended to be - a complete summary or listof the tax consequences that may be material to Shareholders who aresubject to taxation in the UK. Such Shareholders are stronglyrecommended to consult their own independent professional taxadvisers.Action to be takenWhether or not you intend to be present at the Extraordinary GeneralMeeting, you are requested to complete and return the accompanyingForm of Proxy or Form of Direction (as applicable) in accordance withthe instructions printed thereon, so as to be received by theRegistrars as soon as possible, and in any event no later than 10.00a.m. on Friday, 16 October 2009 in the case of the Form of Directionand 10.00 a.m. on Saturday, 17 October 2009 in the case of the Formof Proxy.The completion and return of the Form of Proxy will not precludeShareholders from attending the meeting and voting in person shouldthey so wish. Depository Interest Holders who wish to attend themeeting should contact the Depositary, Capita IRG Trustees Limited,The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, UnitedKingdom.RecommendationThe Board considers that the proposed distribution of net realisationproceeds is in the best interests of the Company and Shareholders asa whole. Accordingly, the Board unanimously recommends thatShareholders vote in favour of the resolutions to be proposed at theExtraordinary General Meeting.The Directors intend to vote in favour of the resolutions in respectof their beneficial holdings of Ordinary Shares which, in aggregateamount to 135,800 Ordinary Shares representing approximately 0.3 percent. of the Company's issued share capital.Yours faithfullyGordon LawsonChairman"Unless otherwise stated, all references to time in this document areto London time.Capitalised terms used in this announcement will have the samemeaning as in the Circular to be sent to Shareholders today unlessthe context requires otherwise.The above information is extracted from the Circular being sent toShareholders today and should be read in conjunction with the fulltext of the Circular which will shortly be available to view atwww.indochinacapital.com.Copies of the Circular will be also available for inspection at theUK Listing Authority's Document Viewing Facility, which is situatedat:The Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HSArbuthnot Securities Limited, which is regulated by the FinancialServices Authority, is acting for Indochina Capital Vietnam HoldingsLimited and no-one else and will not be responsible to any person forproviding the protections afforded to its customers nor for providingadvice in relation to the proposals nor any other matter referred toin this announcement.For further information please contact:Indochina Capital Advisors Limited +84 8 3910 1525Beat SchuerchArbuthnot Securities Limited 020 7012 2000Alastair MoretonHannah Pearce---END OF MESSAGE---This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 24.09.2009 - 12:38 Uhr
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