VinaLand Limited (“VNL”) is a closed-end investment company traded on the AIM Market of the London Stock Exchange. The AIM ticker is VNL.
The VNL Managing Director is David Blackhall.
VNL is subject to the rules and regulations of investment companies trading on the AIM of the London Stock Exchange (LSE). The AIM Rules for Companies is available for all investors to read on the LSE website. These rules and regulations provide for a high degree of transparency and disclosure, which collectively help protect investor interests. VNL has a board of directors with a majority of independent members, who endeavour to ensure VNL governance complies with other relevant best practice corporate governance frameworks, such as the UK Corporate Governance Code (the Code) and the Association of Investment Companies Code of Corporate Governance (the AIC Code), which adapts the Code specifically for investment companies.
The Board is responsible for managing the Company on behalf of its shareholders. In order to create and deliver sustainable shareholder value, the Board must establish the objectives and policies of the Company, set the overall strategic direction and ensure it is delivered within an appropriate framework of reward, incentive and control. The Board has four scheduled Board meetings each year, and uses a structured agenda to ensure all key areas are reviewed over the course of the year.
Certain responsibilities of the Board are delegated to Board Committees to assist the Board in carrying out its functions and to ensure independent oversight of internal control and risk management. Each Board Committee’s terms of reference set out the specific matters for which delegated authority has been given.
The Board has delegated authority to four principal Board Committees:
• Remuneration and Nomination Committee:
The Remuneration and Nomination Committee controls, monitors, and makes recommendations to the Board with respect to fees payable to the Investment Manager, Development Advisor, and Directors.
• Valuation Committee: The Valuation Committee is comprised of Nicholas Brooke (Chair), Nicholas Allen and Daniel McDonald. 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 obtaining two valuations for each property from independent valuation companies.
• Divestment Committee: The Divestment Committee was established to provide independent oversight of the Investment Manager’s approach to divestment, further to the change to the Company’s investment strategy in 2012. Specifically, the Committee: ensures that each divestment is undertaken on a consistent, transparent and prudent basis; reviews and, if appropriate, recommends to the Board for approval divestment proposals presented by the Investment Manager.
• Audit Committee: The Audit Committee is responsible for assisting the Board in monitoring accounting policies and financial reporting practices of the Company.
The Company was incorporated with limited liability and registered in the Cayman Islands as an exempted company under the Companies Law on 31 August 2005. The registered office of the Company is at PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. The liability of the Shareholders of the Company is limited.
The VNL Memorandum and Articles of Association can be found at Memorandum and Articles of Association for VinaLand Limited. A detailed description of the Company is also available in the AIM Admission Document.
The fiscal year end is June 30.
The fund managers engage in all forms of property investment and property development as allowed under the laws of each jurisdiction in which it operates, utilising instruments and structures that may be suitable to allow participation in selected investment opportunities. The fund managers aim to achieve medium to long-term (3-5 years) capital appreciation and providing an attractive level of income (from interest and dividends) through investing in a diversified portfolio of mainly Vietnamese property and development projects. These investments will be made directly or through investee companies (which are special purpose vehicles established specifically for each project) or by way of joint venture partnerships with other reputable developers.
The fund is now in a cash return period and will not make any new investments, except where funds are required for existing projects. The fund managers actively seek exit opportunities that will allow VNL to meet or exceed target returns. VNL exits investments by selling full or partial equity stakes to foreign and domestic real estate developers, or by selling developed properties to end users, or by listing assets on a public stock exchange. All divestments require the approval of the Board of Directors.
The distribution policy of the Company, as contained in the Company’s Articles of Association, states that the Directors may provide returns to Shareholders by establishing a distribution programme whereby profits from realisations made during the year will be used to implement a tender offer to repurchase Ordinary Shares at a price equal to the last published Net Asset Value per Share. Under such a distribution programme, the Company will announce to holders of Ordinary Shares the implementation of the tender offer giving the right to all holders of Ordinary Shares to participate in the repurchase. In the event that the value of the Ordinary Shares submitted by holders to the Company wishing to participate in the tender offer exceeds the funds available, the Company will purchase Ordinary Shares from holders pro rata. VNL expects to initiate its first tender offer in 2011, as announced in the 28 November 2010 announcement on VNL’s distribution policy.
VNL does have a share buyback mechanism. In the event that the Ordinary Shares trade at a substantial discount to the then prevailing Net Asset Value per Share for an extended period of time, the Board will consider the most appropriate method of reducing the discount, which may include implementing a buyback programme. The making and timing of any buybacks will be at the absolute discretion of the Board and not at the option of shareholders. The share buyback facility was added to the Company’s Articles of Association following the 10 December 2010 extraordinary general meeting of shareholders.
Yes, the Investment Manager, VinaCapital Investment Management Ltd (VCIM), and other connected parties, such as board members and executives of VCIM hold shares in VNL. The latest holding information can be found on the VNL AIM Rule 26 page, under the heading Directors’ interest in the Company.
VNL is a widely held company. A list of top shareholders is published on the VNL AIM Rule 26 page. However, most shares are held via either Clearstream/Banking or Citivic Nominees (Euroclear). The end holders of these shares are often unknown.
The Company has informed shareholders that under the revised Memorandum and Articles of Association dated 21 October 2008, every member 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 member 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 member 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 shareholders of the Company.
VCIM therefore asks all shareholders to contact us and inform us of your investment in VNL. Furthermore, all shareholders of more than 3% are required to report their shareholdings to the Company for announcement on the Regulatory News Service. These shareholders are also required to notify the Company on any change in shareholding of plus or minus 1% of the total shares of the Company.
The NAV is calculated according to its valuation policy. The financial year-end of the VinaCapital AIM-traded funds is 30 June. Audited annual results are announced and published within six months of this date. Interim results at 31 December receive an auditor review and are announced within three months of this date. VNL calculates its NAV monthly and these are normally announced within ten days of month-end. Highlights of VNL’s valuation policy include:
Real estate projects are initially valued at fair value, with any expenses relating to their acquisition expensed in the income statement. Once an investment licence is obtained, or by way of other arrangements VNL has a legal entitlement to an investment property, the invest¬ment property is revalued. The valuation process consists of obtaining two or more valuations for each property from independent third-party valuation companies. The valuations are reviewed by the Valuation Committee. At the end of each quarter, the Investment Manager and Investment Committee also reviews all real estate investments for possible impairment based on internal calculations.
The market value of the ordinary shares can fluctuate. Share price, as well as being affected by NAV per share, also takes into account the relevant dividend yield and prevailing interest rates and market sentiment. As such, share price may vary considerably from the underlying NAV, creating a discount or a premium. The greater the difference between share price and NAV, the greater is the discount or premium. VNL has over its history traded at both a premium and a discount. The Company does not have a fixed winding up date and therefore, unless shareholders vote against the continued existence of the company, shareholders will only be able to realise their investment through the market.
VinaLand Limited is domiciled in the Cayman Islands. Under the current laws of the Cayman Islands, there is no income, state, corporation, capital gains or other taxes payable by the Company. The majority of the Company’s subsidiaries are domiciled in the British Virgin Islands (BVI) and so have a tax exempt status. Some of the subsidiaries are established in Singapore and have offshore operations in Vietnam. The income from these offshore operations is also tax exempt in Singapore. A small number of subsidiaries are established in Vietnam and are subject to corporate income tax in Vietnam.
Disposal fee: 3% of distributable funds in Year 1; 2.75% in Year 2; and 2.25% in Year 3.
Alignment fee:calculated on distribution to shareholders over a 3-year term.
Prepayment advance: paid to the Manager monthly as follows: Year 1: USD200,000, Year 2: USD150,000, and Year 3: USD100,000. These prepayments will be deducted from the disposal and alignment fees calculated above.
VNL’s NAV and shares are denominated in USD, while VNL’s holdings are predominantly held in VND (the Vietnam dong).