Recommended changes to the memorandum and articles of association and compulsory repurchase of shares


 
TIDMICV 
 
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 shares 
 
The Company is  pleased to  announce that  it is  today publishing  a 
circular  (the  "Circular")  setting  out  further  details  of   the 
recommended changes  to the  Memorandum and  Articles and  compulsory 
repurchase of Shares. 
 
A notice convening an Extraordinary General Meeting to take place  at 
10.00 a.m. on Monday  19 October 2009  is set out at  the end of  the 
Circular. 
 
The text of the Chairman's letter is as follows: 
 
"Dear Shareholder or Depository Interest Holder, 
 
Introduction 
On 31  July 2009  we sent  you  a circular  containing details  of  a 
recommended  proposal  to  split  the  Company's  portfolio  into   a 
realisation portfolio  and  a  continuation  portfolio.  Shareholders 
approved the proposals but valid  forms of election were received  in 
respect of 67.7 per cent.  of the Ordinary Shares  so, as set out  in 
the circular,  the Board  announced the  commencement of  an  orderly 
realisation of the Company's portfolio. 
 
This letter sets out the manner in which the net realisation proceeds 
are to be distributed. In order to achieve this in a fair and  timely 
manner the  proceeds  are  to  be distributed  through  one  or  more 
compulsory repurchases  of Shares,  each  on a  pro rata  basis.  The 
proposals require Shareholder  consent and  an Extraordinary  General 
Meeting has  therefore been  convened for  10.00 a.m.  on Monday,  19 
October 2009, the formal  notice of which  is set out  at the end  of 
this document. 
 
Distribution of net proceeds and liquidation 
If Shareholders approve  the proposed changes  to the Memorandum  and 
Articles, the  Board  intends  to make  an  initial  distribution  to 
Shareholders,  by  way  of  a  compulsory  repurchase  of  the   same 
percentage of each holding of  Shares or Depositary Interests, of  an 
amount equal to the US dollar cash balance held by the Company less a 
provision for ongoing  expenses. This  distribution will  be made  as 
soon as  practicable after  the  Extraordinary General  Meeting.  The 
Board intends to make further repurchases on a monthly basis provided 
the US dollar  cash balance  exceeds $1 million.  However, the  exact 
timing and size of further distributions is uncertain and will depend 
on the speed and  prices at which the  portfolio can be realised  and 
the net proceeds converted into US dollars. 
 
The changes also  allow for the  issue of a  preference share,  which 
will carry  no rights  except the  right to  vote. This  share is  to 
satisfy BVI  legal requirements  that  a company  have at  least  one 
shareholder at all times prior to its liquidation, while keeping  the 
cost of liquidation as  low as possible. The  Chairman will hold  the 
preference share and will vote to commence the liquidation as soon as 
the Company no longer has any net assets, which will be when all  the 
Ordinary Shares have been repurchased. The preference share will  not 
be listed but the  Ordinary Shares will remain  listed on the  London 
Stock Exchange until repurchased. 
 
Details of the changes  to the Company's  memorandum and articles  of 
association required to enable the Company to return the net proceeds 
of the portfolio in  the manner described  are set out  on page 5  of 
this document. The changes require  Shareholder consent and a  notice 
convening an Extraordinary General Meeting  to be held on Monday,  19 
October 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  is 
to consider, and if thought fit, to pass the resolutions necessary to 
amend the  Memorandum  and Articles  to  allow the  proposals  to  be 
implemented. 
 
Portfolio update 
As at 28 August 2009, the Net Asset Value of the Company amounted  to 
US$255.4 million (representing  US$5.60 per Ordinary  Share) and  the 
analysis 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 the 
unaudited management accounts of the Company as at 28 August 2009 and 
takes no account of  any income, expenses or  change in the value  of 
investments since that date. 
 
As at 23 September 2009 (being  the latest practicable date prior  to 
publication of this document), the Net Asset Value of the Company  is 
estimated by the Investment  Manager to amount  to $257.0 million  of 
which $173.9 million was held in cash (of which $147.0 was held in US 
dollars). 
 
Taxation 
 
Vietnam 
Shareholders of the Fund who are (i) companies established outside of 
Vietnam; (ii) individuals residing outside  of Vietnam and not a  tax 
resident of Vietnam shall  not be liable to  Vietnamese tax on  gains 
derived from the disposal of  their shares in the Fund.  Shareholders 
who are companies established in  Vietnam or individuals residing  in 
Vietnam or tax resident in Vietnam who  are in any doubt as to  their 
tax position  in Vietnam  should consult  an appropriate  independent 
professional tax adviser. 
 
British Virgin Islands 
The Company has been advised that there should be no liability to BVI 
taxation in respect  of any  holding of  Shares or  disposal of  such 
holdings. 
 
United States 
The U.S. federal income tax  consequences to holders who are  subject 
to U.S.  federal income  tax ("U.S.  holders") will  depend on  among 
other things whether the compulsory repurchase of Shares is  pursuant 
to a plan of  liquidation under U.S.  federal income tax  principles. 
U.S. holders are urged  to consult their tax  advisers as to the  tax 
consequences of a repurchase of Shares. 
 
United Kingdom 
No representation  is made  as to  the taxation  consequences of  the 
proposal for Shareholders who are subject to taxation in the UK.  The 
taxation of the sum received for the repurchase of Shares will depend 
on the individual circumstances  of the Shareholder  but will be  the 
same as if the  Shareholder had offered to  sell the relevant  Shares 
for the  consideration received  through the  market, although  there 
will be no costs or expenses payable by the Shareholder in connection 
with the sale. 
This is not - and is not intended to be - a complete summary or  list 
of the tax consequences that may be material to Shareholders who  are 
subject to  taxation  in  the  UK.  Such  Shareholders  are  strongly 
recommended  to  consult  their  own  independent  professional   tax 
advisers. 
 
Action to be taken 
Whether or not you intend to be present at the Extraordinary  General 
Meeting, you are  requested to complete  and return the  accompanying 
Form of Proxy or Form of Direction (as applicable) in accordance with 
the instructions  printed  thereon,  so  as to  be  received  by  the 
Registrars as soon as possible, and in any event no later than  10.00 
a.m. on Friday, 16 October 2009 in the case of the Form of  Direction 
and 10.00 a.m. on Saturday, 17 October  2009 in the case of the  Form 
of Proxy. 
 
The completion and  return of  the Form  of Proxy  will not  preclude 
Shareholders from attending the meeting  and voting in person  should 
they so  wish. Depository  Interest Holders  who wish  to attend  the 
meeting should contact the  Depositary, Capita IRG Trustees  Limited, 
The Registry,  34 Beckenham  Road, Beckenham,  Kent BR3  4TU,  United 
Kingdom. 
 
Recommendation 
The Board considers that the proposed distribution of net realisation 
proceeds is in the best interests of the Company and Shareholders  as 
a  whole.  Accordingly,   the  Board   unanimously  recommends   that 
Shareholders vote in favour of the resolutions to be proposed at  the 
Extraordinary General Meeting. 
 
The Directors intend to vote in favour of the resolutions in  respect 
of their beneficial holdings of  Ordinary Shares which, in  aggregate 
amount to 135,800 Ordinary Shares representing approximately 0.3  per 
cent. of the Company's issued share capital. 
 
Yours faithfully 
 
Gordon Lawson 
Chairman" 
 
Unless otherwise stated, all references to time in this document  are 
to London time. 
 
Capitalised terms  used  in  this announcement  will  have  the  same 
meaning as in the  Circular to be sent  to Shareholders today  unless 
the context requires otherwise. 
 
The above information is  extracted from the  Circular being sent  to 
Shareholders today and should  be read in  conjunction with the  full 
text of  the Circular  which will  shortly be  available to  view  at 
www.indochinacapital.com. 
 
Copies of the Circular will be  also available for inspection at  the 
UK Listing Authority's Document  Viewing Facility, which is  situated 
at: 
 
The Financial Services Authority 
25 The North Colonnade 
Canary Wharf 
London E14 5HS 
 
Arbuthnot Securities  Limited, which  is regulated  by the  Financial 
Services Authority, is acting for Indochina Capital Vietnam  Holdings 
Limited and no-one else and will not be responsible to any person for 
providing the protections afforded to its customers nor for providing 
advice in relation to the proposals nor any other matter referred  to 
in this announcement. 
 
For further information please contact: 
 
Indochina Capital Advisors Limited   +84 8 3910 1525 
Beat Schuerch 
 
Arbuthnot Securities Limited         020 7012 2000 
Alastair Moreton 
Hannah Pearce 
 
=--END OF MESSAGE--- 
 
 
 
 
This announcement was originally distributed by Hugin. The issuer is 
solely responsible for the content of this announcement.
Indochina Cap. (LSE:ICV)
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