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Legal & Regulatory Bulletin Legal & Regulatory Bulletin 20 CONTENTS 4 Private Equity in Vietnam 7 Colombia: Ten Years of Development of the PE Industry 10 Amendments to Foreign Fund Private Placement Exemptions in the UAE 12 The Auction Process: Advantages and Disadvantages and the Key Steps WINTER 2017 WINTER Issue no. 20 | 20 no. Issue About EMPEA EMPEA Legal & Regulatory Council EMPEA is the global industry association for Mark Kenderdine-Davies (Chair) Gordon Myers private capital in emerging markets. We are an CDC Group plc IFC independent non-profit organization with over Carolyn Campbell Peter O’Driscoll 300 member firms, comprising institutional Emerging Capital Partners Orrick, Herrington & Sutcliffe LLP investors, fund managers and industry advisors, Antonio Felix de Araujo Cintra Chike Obianwu who together manage more than US$1 trillion TozziniFreire Advogados Templars of assets and have offices in more than 100 John Daghlian Bayo Odubeko countries across the globe. Our members share O’Melveny & Myers Norton Rose Fulbright EMPEA’s belief that private capital is a highly Mark Davies Paul Owers suited investment strategy in emerging markets, King & Spalding Actis delivering attractive long-term investment returns and promoting the sustainable growth Barbara Day George Springsteen OPIC IFC Asset Management Company of companies and economies. We support our members through global authoritative Folake Elias-Adebowale Udo Udoma & Belo-Osagie Mara Topping intelligence, conferences, networking, education White & Case LLP and advocacy. Laura Friedrich Shearman & Sterling LLP Cindy Valentine For more information, visit empea.org. King & Wood Mallesons Geoffrey Kittredge SJ Berwin Debevoise & Plimpton Nigel Wellings Prakash Mehta Clifford Chance Publication Editorial Team Akin Gump Strauss Hauer & Feld LLP Harald Zeiter Ann Marie Plubell Zia Mody Capital Dynamics Vice President, Regulatory Affairs AZB & Partners Production Assistance Ben Pierce Pierce Designers © 2017 EMPEA. All rights reserved. The EMPEA Legal & Regulatory Bulletin is an EMPEA publication. Neither this publication nor any part of it may be reproduced, stored in a retrieval system, or transmitted in any form or by any means—electronic, mechanical, photocopying, recording or otherwise—without the prior permission of EMPEA. EMPEA | The Watergate Office Building | 2600 Virginia Avenue N.W., Suite 500 Washington, D.C. 20037-1905 USA Phone: +1.202.333.8171 | Fax: +1.202.333.3162 | Web: empea.org DISCLAIMER: This material should not be construed as professional legal advice and is intended To learn more about EMPEA or to request solely as commentary on legal and regulatory developments affecting the private equity a membership application, please send an community in emerging markets. The views expressed in this bulletin are those of the authors email to [email protected]. and not necessarily those of their firms. If you would like to republish this bulletin or link to it from your website, please contact Holly Radel at [email protected]. 2 © 2017 EMPEA A Letter from the Council Chair I would like to take this opportunity EMPEA Regulatory Affairs Resources: to wish you a very Happy New Year • EMPEA’s regulatory advocacy resources support members and welcome you to the Winter Edition as they seek to encourage legal and regulatory enabling environments in emerging markets that don’t disadvantage of our Bulletin. private investment. Contact: Ann Marie Plubell, VP, Regulatory Affairs at [email protected]. The Bulletin features contributions from lawyers and private equity executives based in Bogota, Dubai, Hanoi, Ho Chi Minh • EMPEA Guidelines set out key legal and tax regimes optimal City and Tokyo on legal, regulatory and market matters. The for the development of private equity and are now available variety of the content reflects EMPEA’s global footprint. in numerous languages including Arabic, Burmese, Chinese (simplified character), Portuguese, Vietnamese, Russian and I hope that the articles will pique the interest of practitioners Spanish on the EMPEA website. in the emerging markets private capital investment community • EMPEA Legal & Regulatory Council draws on deep subject and thank the contributors for putting pen to paper. matter expertise in the emerging markets practice to address trending concerns. In this Bulletin our contributors present: • EMPEA Legal & Regulatory Bulletin publishes key Private Equity in Vietnam: a reflection on the Vietnamese perspectives and insights of leading practitioners on private equity market over the last decade. The contributors, current challenges and concerns of the emerging markets a seasoned lawyer and a private equity firm owner, have community plus the occasional overview of the market in both lived in the country for more than 20 years observing particular countries. its evolution from a command to a quasi-market economy • EMPEA education courses and resources for emerging with a maturing private equity market and changing laws market regulators, pension and policy oversight officials and regulations. highlight the foundational issues relating to the development and regulation of private equity in developing economies. Private Equity in Colombia: an overview of the Colombian private equity market over the last decade with a focus on the I encourage you to mark your calendars to attend the Annual development of the domestic fund management community Global Private Equity Conference in Washington DC on 16 and the role of local institutional investors. and 17 May 2017 and the supervisory authority/regulators’ breakfast presentation on 18 May 2017. Recent Amendments to the exemptions for foreign funds making private placements in the United Arab Emirates: an I look forward to seeing many of you there. Do introduce overview and analysis of fund formation and fundraising issues yourself to me if we have not met. I also invite you to in the United Arab Emirates. share your thoughts on this Bulletin and more generally with Ann Marie Plubell, VP, Regulatory Affairs at EMPEA at Merger and acquisitions strategy and the use of the auction [email protected]. process: an analysis of M&A strategy and the pros and cons of divesting portfolio investments via an auction process. Best wishes to you all, Mark Kenderdine-Davies General Counsel, CDC Group plc Chair, EMPEA Legal and Regulatory Council Member, EMPEA Board EMPEA Legal & Regulatory Bulletin | WINTER 2017 3 Private Equity in Vietnam By Tony Foster, Freshfields Bruckhaus Deringer and Chris Freund, Mekong Capital The Deals • Investments by smaller offshore 2005-2008 when many funds followed funds managed by the likes of Navis, a pre-IPO investment strategy, following One of the first deals by a global private TAEL and Gaw Capital. These have some successful investments in the equity firm in Vietnam was in 2006, tended to be in the US$15 to US$50 auctions of Vinamilk shares in 2003 and when TPG and Intel Capital invested in million range. 2005. Most pre-IPO opportunities at the FPT, a local IT firm. Now FPT has grown time were equitised SOEs. But with the to the point where it is purchasing • Numerous investments by Vietnam collapse of the stock market starting companies outside Vietnam. specific private equity funds such as in mid-2007, the IPO market dried up. funds managed by Mekong Capital, Since then, capital has increasingly Another notable foreign transaction Vietnam Investment Group and flowed to emerging private companies recently was the acquisition by a fund Private Equity New Markets (f.k.a. such as Masan Group, VinGroup, managed by Warburg Pincus of an BankInvest). These investments are MobileWorld, Golden Gate, etc. interest in all of the retail assets of typically in the US$6-20 million range Vingroup, one of the largest private and are much larger in volume than Operational Challenges sector property developers. This was the the first two categories. Corporate governance and management largest initial private equity investment A constant challenge facing private standards in Vietnam remain low in ever in Vietnam and has since been equity firms of all sizes is that the many sectors, which is both a challenge scaled up. investment opportunities in Vietnam and an opportunity for private equity tend to be smaller than their funds are in Vietnam. Equitised companies In between these two bookends there targeting. This can sometimes force often retain many bad habits from the have been: funds to be creative. It also reduces the state owned days, such as managers • Private equity investments by large number of deals. receiving under-the-table commissions international names such as KKR, on purchases and sub-contracting to further deals by TPG, Goldman Sachs, Private equity investments have been related parties of senior executives. Mount Kellett, CVC and GIC, among made in both equitised State-owned Private companies may not face such others. These investments have tended enterprises (SOEs) and in private issues, but they typically under-invest to be in the US$100 million range and sector companies, with the latter in developing their management teams up, but there are typically not a lot of predominating. Most investments into and are often a “one-man show” with investments in this size range. equitised companies occurred between no clear path to long-term sustainability. 4 © 2017 EMPEA Hence successful private equity investors ownership contained in the 2007 • Convertible/exchangeable bonds can in Vietnam are actively involved in WTO accession become effective – or only be issued by companies
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