Announcements (RNS)
01. What is VOF?
VinaCapital Vietnam Opportunity Fund Ltd (VOF) is a Guernsey-domiciled, closed-ended investment company traded on the Main Market of the London Stock Exchange. The ticker is VOF.
02. Is VOF a fund or a company?
VOF is a Guernsey-incorporated company with limited liability. VOF is traded on the Main Market of the London Stock Exchange. The company is a closed-end investment company that does not have any staff but does have a board of directors who are all independent of the investment managers.
03. What is VCIM and VCFM?
VOF is managed by VinaCapital Investment Management Limited (“VCIM”), a company registered in Guernsey. VCIM has entered into an agreement with VinaCapital Fund Management JSC (“VCFM”), an affiliate of VCIM and a fully licensed fund management company domiciled in Vietnam, to delegate certain investment management and advisory activities.
VCFM is regulated by the State Securities Commission of Vietnam (“SSC”). The SSC belongs to the International Organization of Securities Commissions (“IOSCO”), of which the UK and US security commissions are also participating members.
04. Who is the Managing Director of VOF?
Khanh Vu.
05. What is the role of the VOF Board of Directors?
The Board is responsible for managing the Company on behalf of its shareholders. 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 at least 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 four committees in operation:
- The Audit Committee, which meets at least three times a year, comprises all the Directors and is chaired by Julian Healy. The Audit Committee is responsible for monitoring the process of production and ensuring the integrity of the Company’s accounts and advises the Board that the accounts are fair, balanced and understandable. One of the responsibilities of the Audit Committee is to oversee the relationship with the External Auditor. In discharging its responsibility to oversee the External Auditor’s independence, the Audit Committee considers whether any other engagements provided by the auditor will have an effect on, or perception of, compromising the External Auditor’s independence and objectivity. The performance of services outside of external audit must be specific and approved by the Audit Committee Chairman.
- The Audit Committee is also responsible for recommending to the Board the valuation of investments. In seeking to determine the fair value of the Company’s real estate and private equity investments, the Committee reviews the reports of independent valuation specialists as well as reviewing the Investment Manager’s valuation process. Each individual valuation is reviewed in detail and the recommendations of the independent valuers may be accepted or modified. The Committee approves the fair value of investments used to prepare the Financial Statements.
The Management Engagement Committee comprises all of the Directors and is chaired by Kathryn Matthews. The Committee’s responsibilities include: reviewing the performance of the Investment Manager under the Investment Management Agreement and to consider any variation to the terms of the agreement. The Management Engagement Committee also reviews the performance of the Company Secretary, Corporate Brokers, Custodian, Administrator and Registrar and any matters concerning their respective agreements with the Company. The Investment Management Agreement between the Company and the Investment Manager sets out the limits of the Investment Manager’s authority, beyond which Board approval is required. The Board has also agreed detailed investment guidelines with the Investment Manager, which are considered at each Board meeting. Representatives of the Investment Manager attend each meeting of the Board to address questions on specific matters and to seek approval for specific transactions which the Investment Manager is required to refer to the Board. - The Remuneration Committee comprises all of the Directors and is chaired by Peter Hames. The Committee’s responsibilities include: recommending to the Board the policy for the remuneration of the Company’s Chairman, the Audit Committee Chairman and the remaining non-executive Directors, and reviewing the ongoing appropriateness and relevance of the remuneration policy; determining the individual remuneration of each non-executive Director; agreeing the policy for authorising Directors’ expenses claims; and the selection and appointment of any remuneration consultants who advise the Committee.
- The Nomination Committee comprises all of the Directors and is chaired by Huw Evans. The Committee’s responsibilities include: reviewing the structure, size and composition of the Board and making recommendations to the Board in respect of any changes; succession planning for the Chairman and the remaining nonexecutive Directors; making recommendations to the Board concerning the membership and chairmanship of the Board committees; identifying and nominating for the approval of the Board candidates to fill Board vacancies; and, before any new appointment is recommended, evaluating the balance of skills, knowledge, experience and diversity within the Board and preparing an appropriate role description.
06. How is VOF governed? How are shareholder interests maintained?
VOF has an independent board of directors, who endeavour to ensure that VOF complies with 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.
VOF is subject to the rules and regulations for investment companies trading on the Main Market of the London Stock Exchange (LSE). The Listing Rules are set by the UK Listing Authority and are available at: www.handbook.fca.org.uk/handbook/LR/.VOF is also subject to the UK Disclosure and Transparency Rules, which are available at: www.handbook.fca.org.uk/handbook/DTR/. These rules and regulations provide for a high degree of transparency and disclosure, which collectively help to protect investor interests.
07. How is VOF’s Net Asset Value (NAV) calculated?
The NAV is calculated and announced to the London Stock Exchange on a daily, weekly and monthly basis.
The estimated daily NAV is prepared by the Investment Manager, while the estimated weekly and monthly NAVs are prepared by the Company’s Administrator.
08. Why is the share price different from the NAV?
09. What is VOF’s investment objective?
The Company’s objective is to achieve medium to long-term returns through investment either in Vietnam or in companies with a substantial majority of their assets, operations, revenues or income in, or derived from, Vietnam.
10. What is VOF’s investment process?
The managers follow a rigorous process in sourcing, analysing and making investments for VOF. The fund managers have extensive networks and knowledge of Vietnam that they leverage to identify investment opportunities. Once such an opportunity has been identified, the fund managers conduct careful analysis of the company (including strategy, operations, financials, management and risks), and the sector in which it operates. The fund manager’s analysis also includes consultation with the Investment Committee and the investment manager’s Risk Management Committee to ensure that all risks are identified and properly considered. The analysis is presented to the VOF Investment Committee for review and approval; only those opportunities approved by the Investment Committee will be executed. After investing into a company, the fund managers continue to monitor the company to keep apprised of its operational and financial performance, and, where appropriate, to offer assistance to enhance its effectiveness. In some cases, the fund managers will serve as Board and Committee members for investee companies. Throughout the investment cycle, the fund managers actively seek exit opportunities that will allow VOF to meet or exceed target returns. VOF exits investments primarily by selling shares on the stock exchange, or by selling to other investors (i.e., trade sale).
More information about our Investment Policy may be found at http://vof.vinacapital.com/investment-approach-and-policies/.
11. When is VOF’s fiscal year end?
30 June.
12. What are VOF’s comparable indices?
The Vietnam Index (VN Index) tracks the performance of the Ho Chi Minh City Stock Exchange. Whilst the fund is benchmark agnostic, the VN-Index references serve as a useful comparison for some investors. However, such a comparison is imperfect given VOF’s holdings in private equity as well as listed equity investments.
13. What current risks are involved in an investment in VOF?
Investors should be cognizant of a range of potential risks associated with investing in the funds, including Vietnamese market risk, foreign exchange, changing investor sentiment, investment performance, and valuation. A detailed discussion about these and other risks, as well as mitigating actions the Company takes, may be found in our annual report.
14. How can I find out more about the investments made by the fund?
VOF publishes monthly, interim, and annual reports, as well as public announcements when events warrant. You may sign up for email updates from links on our home page, or by sending an email with your contact information to ir@vinacapital.com.
15. Does VOF pay a dividend?
Yes. On 17 August 2017, the Company announced a change in its dividend policy and declared its first dividend. The Board now intends that the Company will pay a dividend representing approximately 1% of NAV twice each year, normally declared in April and October.
16. Does VOF have a share buyback programme?
Yes. VOF is actively engaged in share buybacks.
17. What is VOF’s management fee and performance fee?
The Base Fee is calculated as follows:
- 1.30% of net assets, levied on the first USD1,000 million of net assets;
- 1.00% of net assets, levied on net assets between USD1,000 million and USD1,500 million;
- 0.75% of net assets, levied on net assets between USD1,500 million and USD2,000 million; and
- 0.50% of net assets, levied on net assets above USD2,000 million.
The Incentive Fee is calculated as follows:
- To the extent that the NAV as at any year end is above the higher of a 10% compound annual return and a high water mark initially set in 2019, having accounted for any share buy backs, share issues and/or dividends, the incentive fee payable on any increase in the NAV above the higher of the high water mark and a 10% annual return target is calculated at a rate of 10%;
- Maximum amount of incentive fees that can be paid out in any one year is capped at 1.5% of the average month-end NAV during that year; and
- Any incentive fees earned in excess of this 1.5% cap are accrued if they are expected to be paid out in subsequent years.
18. Does VOF publish its shareholder list?
As the Company’s shares are traded on the Main Market of the London Stock Exchange, 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.
19. Does the Investment Manager hold any shares in the fund?
Yes, the investment manager, VinaCapital Investment Management Ltd (VCIM), and other related parties, such as board members and executives of VCIM hold shares in VOF. The latest holding information can be found on our website at Shareholder Information.
20. What is VOF’s tax status?
VOF is domiciled in Guernsey. Under the current laws of Guernsey, 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. From time to time the Company may establish one or more subsidiaries in Vietnam, which would be subject to corporate income tax in Vietnam.
21. How do I classify VOF for tax purposes?
The treatment of VOF for tax purposes depends on each investor’s specific situation. Although VOF operates in many respects as a fund, we understand that investors in some European jurisdictions classify VOF as a company for tax purposes, on the basis that investors have no short-term redemption rights. Please consult your tax advisor for more specific details in respect to this matter.
22. What are VOF’s incorporation details and history?
The Company migrated to Guernsey on 22 March 2016 and has Guernsey registration number 61765. The Company’s registered office is at P.O. Box 656 Trafalgar Court Les Banques St Peter Port GUERNSEY GY1 3QL.
On 30 March 2016 the Company cancelled its listing on AIM and was admitted to trading on the Main Market of the London Stock Exchange.
23. What are VOF’s constitutional documents?
A copy of the Company’s Memorandum and Articles of Association is available from the Company Secretary: Aztec Financial Services (Guernsey) Limited, PO Box 656, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3PP.
24. How can I invest in VOF?
More information about how to invest is available at http://vof.vinacapital.com/how-to-invest/.
25. Where can I get more information about VOF?
Information, regulatory news, fund reports and updates are available on the company website at vof.vinacapital.com, via the VOF page on the London Stock Exchange website, as well as a variety of other sources, including Bloomberg (VOF:LN) and Yahoo! Finance (VOF.L).
26. How can I contact VOF?
VOF’s investor relations team can be contacted on +84 28 3821 9930 or via email at ir@vinacapital.com.
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