TIDMVNH TIDMVNHW
RNS Number : 0318E
VietNam Holding Limited
03 May 2017
3 May 2017
VietNam Holding Limited
("VNH" or the "Company")
Final Warrant Exercise Date and Cancellation of Warrants
As per the terms and conditions attaching to the warrant
instrument dated 5 June 2015 the Company shall give notice (the
"Notice"), in writing and not later than 28 days before an
approaching exercise date of the Company's warrants (the
"Warrants"), to the holders of the Warrants reminding them of their
subscription rights.
The Company has therefore today sent the following notice to
Warrant holders ahead of the final Warrant exercise date of 1 June
2017 (the "Final Exercise Date"). The Final Exercise Date is the
final opportunity for Warrant holders to exercise their Warrants
and subscribe for new ordinary shares.
A copy of the notice will shortly be available from the
Company's website at www.vietnamholding.com.
Following the Final Exercise Date of 1 June 2017, the Warrants
will expire and there will be no further opportunities for Warrant
holders to exercise their rights to subscribe for Ordinary Shares
or to trade in the Warrants.
The Company hereby gives notice that the Warrants' admission to
trading on AIM will be cancelled following the close of business on
1 June 2017.
For more information please contact:
VietNam Holding Asset Management Tel: +41 43 500
Limited 28 10
Investor Relations
Jay Vontobel
investorrelations@vnham.com
www.vietnamholding.com
Smith & Williamson Corporate Finance Tel: +44 20 7131
Limited 4000
Nominated Adviser
Azhic Basirov / Ben Jeynes
Winterflood Investment Trusts Tel: +44 20 3100
Broker 0000
Joe Winkley / Neil Langford
Buchanan Communications Tel: +44 20 7466
Financial Public Relations 5000
Charles Ryland / Vicky Hayns
Introduction
In accordance with the terms of the Warrant Instrument, this
notice constitutes notification to you, as a Warrantholder and/or a
Warrant Depositary Interest Holder ("Warrant DI Holder"), that you
are entitled to exercise your Subscription Rights in cash for
Shares of nominal value USD 1.00 in the Company at the Exercise
Price of USD 1.998 on the Exercise Date of 1 June 2017. Each
Warrant held entitles the holder to subscribe for one Share at the
Exercise Price.
Each Warrant can be exercised only once.
The upcoming Exercise Date is the Final Exercise Date for
Warrantholders to exercise their Warrants. Following the Exercise
Date, the Warrants will expire and there will be no further
opportunities for Warrantholders to exercise their rights to
subscribe for Shares at USD 1.998 per Share. Following the Exercise
Date the Warrants will be delisted from the AIM market of the
London Stock Exchange.
The Exercise is subject to the terms and conditions attaching to
the Warrants set out in the Warrant Instrument as presented at the
Extraordinary General Meetings of the Shareholders held on 23 April
2015 and the prospectus published by the Company on 20 May 2015
(the "Prospectus").
Capitalised terms used but not defined in this notice shall have
the meanings ascribed to them in the Prospectus. Your attention is
drawn to Share and Warrant price information below detailing the
mid-market quotations for the Shares and Warrants.
This notice is solely intended as a reminder of your right to
subscribe for Shares and is not intended to convey in any way a
recommendation by the Directors or the Company as to whether or not
you should exercise that right. In this respect, if you require
advice, you should contact an independent financial adviser
authorised pursuant to the Financial Services and Markets Act
2000.
Share and Warrant price information
The following information is for guidance only. This may be
helpful to you in considering whether or not to exercise your
Subscription Rights.
The mid-market closing quotations, derived from the London Stock
Exchange, on the first dealing date of each month since 1 December
2016, and as at 2 May 2017 (being the latest practicable date prior
to the publication of this notice) for one Share and one Warrant
were as follows:
Date Share price (USD) Warrant price
(USD)
----------------- ------------------ --------------
1 December 2016 2.217 0.210
----------------- ------------------ --------------
2 January 2017 2.200 0.183
----------------- ------------------ --------------
1 February 2017 2.170 0.170
----------------- ------------------ --------------
1 March 2017 2.120 0.087
----------------- ------------------ --------------
3 April 2017 2.046 0.093
----------------- ------------------ --------------
2 May 2017 2.178 0.135
----------------- ------------------ --------------
By way of illustration and based on the mid-market closing
market prices on 2 May 2017, if they were to exercise their
Warrant, a Warrantholder would receive one Share, which had a
closing mid-market value on 2 May 2017 of USD 2.178, in return for
consideration of USD 1.998 per Share, and the surrender of one
Warrant right.
The Estimated Net Asset Value of the Company as at 28 April 2017
was USD 152.6 million or USD 2.830 per Share. If all the
Warrantholders choose to take up their Subscription Rights in full,
the Estimated Net Asset Value of the Company will increase to USD
192.5 million which equates to USD 2.610 per Share on a fully
diluted basis.
Action to be taken by holders of Warrants in certificated
form
Holders of certificated Warrants will find enclosed with the
Warrant notice a Form of Notice of Subscription. Holders of
certificated Warrants, who wish to exercise their Subscription
Rights, must complete and send a Form of Notice of Subscription to
Computershare Investor Services PLC ("Computershare") at
Computershare Priority Application, Corporate Actions, Bristol BS99
6AJ or by hand (during normal business hours) to Computershare at
The Pavilions, Bridgwater Road, Bristol BS13 8AE, so as to arrive
by not later than 5.00 p.m. (London time) on any Business Day
between the date of this notice and 1 June 2017 (both dates
inclusive) and send a remittance for the aggregate Exercise Price
payable on subscription for the Shares in respect of which the
Subscription Rights are exercised.
Payments made by cheque or bankers' draft must be in US Dollars,
drawn on a branch in the United Kingdom of a bank or building
society and bear a UK bank sort code number in the top right hand
corner. Cheques must be drawn on the personal account of the
individual investor where they have a sole or joint title to the
funds, should be made payable to "CIS PLC re Vietnam Holding
Limited Warrants". Third party cheques will not be accepted with
the exception of building society cheques or bankers' drafts where
the building society or bank has confirmed the name of the account
holder by stamping or endorsing the building society
cheque/bankers' draft to such effect. The account name should be
the same as that shown on the Warrant certificate.
Action to be taken by Warrant DI Holders
Warrant DI Holders who hold their Warrants in uncertified form,
who wish to exercise their Subscription Rights, must send an
Unmatched Stock Event Instruction (a "USE Instruction") to
Computershare, the Company's receiving agent (the "Receiving
Agent"), properly authenticated in accordance with Euroclear's
specifications.
This USE Instruction should be received by not later than 5.00
pm (London time) on 1 June 2017. You must follow the procedure
outlined below in order to exercise your Subscription Rights. Your
attention is drawn to the additional provisions relating to a USE
instruction set out in the Appendix.
1. An USE Instruction must be given as specified below and must
settle by no later than 5.00 p.m. on 1 June 2017. The USE
Instruction, on its settlement, will have the effect of crediting a
stock account of the Registrars, under the participant ID and
member account ID specified in the Appendix, with the number of
Warrants to be exercised (an "Uncertificated Subscription
Notice").
2. You must ensure that the aggregate Subscription Price payable
on any exercise of the Subscription Rights conferred by your
Warrant DIs is paid by no later than 5.00 p.m. on 1 June 2017 by
means of an assured payment obligation in favour of the Receiving
Agent.
3. In order for an Uncertificated Subscription Notice to be
valid, the USE instruction must comply with the requirements as to
authentication and contents set out in the Appendix and must settle
on or before 5.00 p.m. on 1 June 2017.
The deadline to receive a validly completed USE Instruction from
the registered holder of Warrants is 5.00 pm. on 1 June 2017.
Please note that this deadline applies to the registered holders,
including Euroclear and Clearstream Banking, Luxembourg, who will
need to ensure that the validly completed instructions will be
returned in time to Computershare. Beneficial holders are reminded
that the deadline to submit their instructions will depend on the
deadline established by their custodian. The Company therefore
recommends that beneficial shareholders contact their custodian,
ask for their custodian's deadline and submit their instructions to
their custodian before their custodian's deadline to ensure that
their elections and wishes will be valid and submitted in time to
Computershare.
United Kingdom taxation
Under existing legislation, the exercise of Warrants will not
constitute a disposal for the purposes of United Kingdom taxation
of capital gains but the base cost of the Warrants will be added to
the subscription price in computing the base cost of the Shares
acquired upon such exercise.
The sale of a Warrant by a Warrantholder resident in the United
Kingdom will constitute a disposal of an asset for UK chargeable
gains tax purposes and ordinary UK tax rules will apply.
These statements are intended only as a general guide to the tax
treatment of Warrantholders, based on current United Kingdom tax
law and practice, and they may not apply to certain investors. If
you are in any doubt as to your tax position, you are advised to
consult your professional adviser.
Dividends
The Shares allotted to you pursuant to the exercise of your
subscription rights will not rank for any dividends or other
distributions declared, paid or made on the Shares by reference to
a record date prior to the relevant Exercise Date but will
otherwise rank as one class of share with the existing Ordinary
Shares.
Warrants not exercised
If any Warrants are not exercised by their holders on 1 June
2017, the Company will appoint a trustee (the "Trustee") in respect
of the unexercised Warrants. If in the Trustee's opinion the net
proceeds of sale of the Shares that would arise on the exercise of
the unexercised Warrants (after deduction of all costs and expenses
incurred by, and any fee payable to, the Trustee) will exceed the
costs of subscription, the Trustee shall, prior to 14 June 2017,
exercise the unexercised Warrants and sell in the market the
Ordinary Shares acquired on such exercise. The trustee shall
distribute pro rata the net proceeds of such sale (after deduction
of any costs and expenses incurred by, and any fee payable to, him)
less such subscription costs to the persons entitled thereto at the
risk of such persons no later than 1 August 2017, provided that
entitlements of under USD 20 per holder shall be retained for the
benefit of the Company or, at the Company's discretion, donated to
a charity of the Company's choice. If the trustee shall not
exercise the subscription rights by 14 June 2017 (and the Trustee's
decision in respect thereof shall be final and binding on all
holders of outstanding Warrants), any outstanding Warrants shall
lapse on 14 June 2017.
If you do not exercise your subscription rights, there can be no
guarantee that the Trustee will exercise these rights on your
behalf, nor that any market exists for such rights, and hence there
can be no guarantee that any proceeds (less applicable costs) will
be returned to you.
Admission to trading on AIM and Issue of New Shares
Shares issued pursuant to the exercise of Subscription Rights on
1 June 2017 will be allotted not later than 21 June 2017.
Application will be made to the London Stock Exchange for the
Shares to be admitted to trading on AIM.
The Company will use all reasonable endeavours to obtain such
admission as soon as practicable and in any event not later than 14
days after their allotment. Certificates in respect of the new
Shares issued, whether arising from the exercise of Warrants or
Warrants DIs, will be issued free of charge and despatched (at the
risk of the person(s) entitled thereto) not later than 28 June 2017
to the person(s) in whose name(s) the Warrants are registered at
the date of such exercise. In the meantime, any transfers will be
certified against the respective registers.
The notice is issued by way of reminder only in order to comply
with the conditions of issue of the Warrants and should not be read
by Warrantholders or Warrant DI Holders as a recommendation to
exercise your subscription rights or otherwise. The information
contained in the notice is a summary of, and is subject to, the
terms and conditions of the Warrants. If you are in any doubt, you
are advised to consult your professional adviser.
Appendix - Additional information relating to USE
Instructions
Once sent, a USE Instruction exercising subscription rights in
respect of Warrant DIs held in uncertified form shall be
irrevocable, save with the consent of the Board. To be effective,
any such notice or instruction must comply not only with the
requirements set out in this notice but any statutory requirements
for the time being applicable.
The USE Instruction must be authenticated in accordance with
Euroclear UK & Ireland Limited's ("Euroclear") specifications
and, in addition to the information that is required for settlement
in Euroclear, the USE Instruction must contain the following
details:
(i) number of Warrant DIs to be exercised;
(ii) aggregate amount payable on exercise;
(iii) Participant ID of the Warrant DI Holder;
(iv) Member account ID of the Warrant DI Holder,
(v) Participant ID of the Receiving Agent. This is RA98;
(vi) Member account ID of the Receiving Agent. This is
VHLWAR;
(vii) corporate action number. This will be displayed on the
corporate actions details page;
(viii) corporate action ISIN. This is KYG9361X1209; and
(ix) intended settlement date. This shall be no later than 5.00
p.m. on 1 June 2017.
In order for a USE Instruction to be valid, the USE Instruction
must comply with the requirements as to authentication and contents
set out above and must settle by not later than 5.00 p.m. (London
time) on 1 June 2017.
A USE Instruction will be treated as having been received for
these purposes at the time at which the USE Instruction is received
by Euroclear. This will be conclusively determined by the time
stamp applied by you or your sponsor's network providers
communications post at Euroclear on receipt of the USE
Instruction.
It is a further condition of the validity of the USE Instruction
that, at the time at which the Receiving Agent receives the USE
Instruction which is otherwise valid, neither the Company nor the
Receiving Agent receive actual notice from Euroclear that the
matters specified in Regulation 35(5)(a) in the Uncertificated
Securities Regulations 2001 in relation to such USE Instruction.
These matters include notice that any information contained in the
USE Instruction was incorrect or notice of lack of authority to
send the USE Instruction.
It is your responsibility to take such action as shall be
necessary to ensure that a valid USE Instruction is received by not
later than 5.00 p.m. (London time) on 1 June 2017. You are referred
in particular in this context to the CREST Manual concerning
practical limitations to the Euroclear system.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCZMGGKRFMGNZG
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