Vietnam-Holding-Limited-Prospectus-1-March-2019.Pdf
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If you are in any doubt as to the contents of this document, you are recommended to seek your own financial advice from an independent financial adviser who specialises in advising on shares or other securities and who is authorised under the Financial Services and Markets Act 2000 (“FSMA”) or, if you are in a country outside the United Kingdom, another appropriately authorised independent financial adviser, accountant, legal or professional adviser. This document comprises a prospectus (the “ Prospectus ”) relating to Vietnam Holding Limited (the “ Company ”). This Prospectus has been prepared by the Company pursuant to Rule 1.2.3(8) of the Prospectus Rules of the Financial Conduct Authority (the “ FCA ”) in connection with the application for admission of all of the issued ordinary shares of US$1.00 each in the Company (the “ Shares ”), currently admitted to AIM, to the premium segment of the Official List of the UK Listing Authority (the “ Official List ”) and to trading on the London Stock Exchange plc’s main market (the “ Main Market ”) (together, “ Admission ”). This document also constitutes a listing document for the purposes of seeking admission of the Shares to the Official List of The International Stock Exchange (“ TISE ”). Application will be made to the UK Listing Authority, the London Stock Exchange and TISE for all of the Ordinary AIII 6.1 Shares to be admitted (i) to the premium segment of the Official List and to trading on the Main Market, and (ii) to listing and trading on the Official List of TISE. It is expected that Admission will become effective and that dealings for normal settlement in the Shares will commence at 8.00 a.m. on 8 March 2019 under the ticker “VNH”. Upon Admission, the admission of the Shares to trading on AIM will be cancelled. The Company and each of the Directors, whose names appear on page 35 of this document, accept AI 1.1 AI 1.2 responsibility for the information contained in this document. To the best of the knowledge and belief of the AIII 1.1 Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information AIII 1.2 contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The Company is not offering any new Shares nor any other securities in connection with Admission. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to subscribe for or to buy, any Shares or any other securities of the Company in any jurisdiction. The Shares will not be generally made available or marketed to the public in the United Kingdom or in any other jurisdiction in connection with Admission. VIETNAM HOLDING LIMITED (a company registered in Guernsey under The Companies (Guernsey) Law, 2008 (as amended) AI 5.1.1 with registered number 66090 ) AI 5.1.2 ADMISSION TO THE OFFICIAL LIST AND TO TRADING ON THE MAIN MARKET OF THE LONDON STOCK EXCHANGE AND TO LISTING AND TRADING ON THE OFFICIAL LIST OF THE INTERNATIONAL STOCK EXCHANGE Investment Manager Dynam Capital, Ltd. Sponsor and Financial Adviser finnCap Ltd. The Company is a registered closed ended collective investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended (the “ POI Law ”) and the Registered Collective Investment Scheme Rules 2018 (the “ RCIS Rules ”) issued by the GFSC. The GFSC, in granting registration, has not reviewed this Prospectus but has relied upon specific declarations provided by Carey Commercial Limited, the Company’s designated administrator in Guernsey. The GFSC takes no responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it. finnCap Ltd. (“ finnCap ”) is authorised and regulated in the United Kingdom by the FCA and is acting exclusively as sponsor and financial adviser for the Company and for no other person in connection with Admission and will not be responsible to or regards any other person (whether or not a recipient of this Prospectus) as its client in relation to Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for affording advice in relation to Admission, the contents of this Prospectus or any matters referred to herein. finnCap is not responsible for the contents of this Prospectus. This does not exclude or limit any responsibilities which finnCap may have under FSMA or the regulatory regime established thereunder. Neither the admission of the Shares to the Official List of TISE nor the approval of this Prospectus pursuant to the listing rules of TISE shall constitute a warranty or representation by TISE as to the competence of the service providers to or any other party connected with the Company, the adequacy and accuracy of the information contained in this Prospectus or the suitability of the Company for investment or for any other purpose. The distribution of this Prospectus may be restricted by law. No action has been or will be taken by the Company to permit the possession or distribution of this Prospectus in any jurisdiction where action for that purpose may be required. Accordingly, neither this Prospectus nor any advertisement or any other material relating to it may be distributed or published in any jurisdiction except in circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Directors or any other person. Any delivery of this Prospectus shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent to, the date of this Prospectus. The Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the “ Securities Act ”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not, subject to certain exemptions, be offered or sold within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the Securities Act (“ Regulation S ”)). In addition, the Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the “ US Investment Company Act ”), and the recipient of this Prospectus will not be entitled to the benefits of that act. This Prospectus should not be distributed into the United States or to US Persons. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Shares in any jurisdiction. The offer and sale of Shares has not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa. Subject to certain exemptions, the Shares may not be offered to or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa. The contents of this Prospectus are not to be construed as legal, financial, business or tax advice. Each prospective investor should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial, business or tax advice. It should be remembered that the price of securities and the income from them can go down as well as up. The directors of the Company have taken all reasonable care to ensure that the facts stated in this Prospectus are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the Prospectus, whether of facts or of opinion. All the directors accept responsibility accordingly. Capitalised terms have the meanings ascribed to them in the definitions set out at the end of this Prospectus. Dated: 1 March 2019 2 CONTENTS Page SUMMARY ...................................................................................................................................... 4 RISK FACTORS ................................................................................................................................ 17 IMPORTANT NOTICES .................................................................................................................... 32 EXPECTED TIMETABLE .................................................................................................................... 34 DEALING CODES ............................................................................................................................ 34 DIRECTORS, INVESTMENT MANAGER AND ADVISERS ................................................................ 35 PART 1 INFORMATION ON THE COMPANY .......................................................................... 37 PART 2 DIRECTORS AND MANAGEMENT ............................................................................ 45 PART 3 FINANCIAL AND OTHER INFORMATION .................................................................