RNS Number:4964J
PXP VIETNAM FUND LTD
07 December 2007
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker,
solicitor, accountant or other independent professional adviser.
If you have sold or transferred all of your shares in PXP Vietnam Fund Limited,
please send this document and the accompanying form of proxy as soon as possible
to the purchaser or transferee or to the stockbroker, bank or other agent
through whom the sale or transfer was effected, for transmission to the
purchaser or transferee. Such documents should not be forwarded or transmitted
in or into the United States, Canada, Australia, Republic of South Africa or
Japan or their respective territories or possessions.
PXP VIETNAM FUND LIMITED
(incorporated under the laws of Cayman Islands
with registration number CR-125492)
Notice of Extraordinary General Meeting
Notice of the Extraordinary General Meeting of PXP Vietnam Fund Limited (the "
Fund") to be held at 6pm at the offices of Freshfields Bruckhaus Deringer, 11th
floor, 29 Le Duan Boulevard, Ho Chi Minh City, Vietnam on 31 December, 2007 is
set out at page 4 of this document. A form of proxy for use at the
Extraordinary General Meeting is enclosed and to be valid should be completed in
accordance with the instructions printed thereon and returned so as to reach the
Administrator's Agent, HSBC Institutional Trust Services (Asia) Limited, 39th
Floor, Dorset House, Taikoo Place, 979 King's Road, Hong Kong (marked for the
attention of "Investor Services-AFS") as soon as possible and, in any event, so
that it is received not less than 48 hours before the time of the meeting.
Completion and posting of the form of proxy does not prevent a shareholder from
attending and voting in person at the Extraordinary General Meeting.
PXP VIETNAM FUND LIMITED
Shareholder Circular
December 2007
PXP VIETNAM FUND LIMITED
Incorporated under the laws of Cayman Islands
with company number registration CR-125492
Directors:
Philip Smiley (Chairman)
Christopher Vale
Dinh Thi Hoa
Tony Jordan
Markus Winkler
To the holders of ordinary shares:
7 December, 2007
Dear Shareholder
NOTICE OF EXTRAORDINARY GENERAL MEETING
This circular accompanies the notice of Extraordinary General Meeting ("EGM")
annexed to this circular at Appendix 1.
I am writing to provide you with information on the resolutions to be proposed
at the forthcoming EGM of PXP Vietnam Fund Limited ("the Fund").
Under the Fund's current arrangements, as set out in its articles of
association, a resolution to wind up the Fund effective 30 September 2008 must
be put before Shareholders at the Fund's next Annual General Meeting, in 2008.
If this resolution is not passed the Fund will be wound up effective 30
September 2010.
The Investment Manager, PXP Vietnam Asset Management Limited, has submitted
certain proposals to the Board of Directors of the Fund which would, inter alia,
increase the maximum authorised share capital of the Fund and extend its life in
order that it might thereafter make an offer to acquire all of the shares of
Vietnam Emerging Equity Fund ("VEEF"), one of the Investment Manager's other
management clients. If such a proposal were to be accepted by the shareholders
of VEEF, the Fund would seek to obtain a secondary listing on a European stock
exchange which offers a trading platform, such as the Alternative Investment
Market of The London Stock Exchange plc.
In order to conform the fee structures of the two funds, the Investment Manager
has also requested that it be permitted to charge an incentive or performance
fee equivalent to 20 per cent. of all gains in excess of 8 per cent. per annum
(with a high-water mark) with effect from 1 January 2008, which mirrors the
current fee arrangements between the Investment Manager and VEEF.
The rationale for the proposal that the Fund acquires VEEF, is that this would
create a fund of sufficient size to enjoy economies of scale to offset the
additional costs associated with the secondary listing, and at the same time
provide Shareholders and potential investors with a more transparent and liquid
market than that currently available in the shares of either the Fund or VEEF in
isolation.
Whilst the Investment Manager realises that the introduction of a performance
fee at this stage of the Fund's life would be unusual, it is noted that (i) the
remaining life of the Fund is limited, and (ii) there are potential benefits to
Shareholders from the overall proposal.
Given the sensitivity of certain of the proposals, the Fund's Directors decided
at a meeting of the Board of Directors held in Ho Chi Minh City on 19 November
2007, that the decision as to whether to adopt the proposals should be put to
the Shareholders on the basis of special (rather than ordinary) resolutions. A
special resolution requires the approval by at least 75 per cent. of
Shareholders present in person or by proxy at the EGM.
The Investment Manager's proposal will only be regarded as ratified if all of
the Resolutions are passed.
Accordingly, the following special resolutions shall be proposed at the EGM:
Resolution 1
To approve the adoption of a performance fee payable by the Fund to the
Investment Manager, on the following terms:
The Investment Manager will receive a performance fee in relation to any
financial year if the Fund's Total Return at the end of such year exceeds (i)
the Benchmark and (ii) the High Water Mark. Where a performance fee is payable,
it will be an amount equal to 20 per cent of the amount by which the Fund's
Total Return exceeds the higher of the Benchmark and the High Water Mark.
"Total Return" is defined as "the amount of (i) the Net Asset Value on the last
Valuation Day in any prior financial year plus (ii) the net asset value of all
distributions made in all prior years by way of dividend, or return of capital,
or otherwise".
"Benchmark" is defined as "an amount equal to (i) the Net Asset Value on the
last Valuation Day in the prior financial year (or, in the case of the first
financial year, the amount of capital originally raised by the Company) plus
eight per cent. plus (ii) any amounts of capital raised by the Company,
exclusive of placing fees, in such financial year, compounded on the basis of
eight per cent. per annum. from the date of issue until the last Valuation Day
in such financial year".
"High Water Mark" is defined as "the highest Total Return by reference to which
a performance fee has been paid in any previous year".
Resolution 2
To amend the Fund's memorandum of association and increase the Fund's authorised
share capital to US$2,500,000 by the creation of a further 38,000,000 shares of
a nominal or par value of US$0.05 each.
Resolution 3
To amend the Fund's articles of association to delete article 132 in its
entirety and replace it with the following:
"132. The Company has been established for an unlimited duration. However, the
Articles require the Company to put before its Annual General Meetings in 2015,
2016, 2017 and 2018 a Special Resolution to wind up the Company effective 31
December 2015, 31 December 2016, 31 December 2017, and 31 December 2018
respectively. If the Shareholders do not decide, by Special Resolution, to wind
up the Company in any such Annual General Meeting, the Company will continue to
operate until 31 December 2019."
Your Directors believe that the resolutions to be proposed at the EGM are in the
best interests of shareholders and the Company and recommend that you vote in
favour of each of the resolutions which are to be proposed at the EGM.
Yours sincerely,
Philip Smiley
Chairman
Appendix 1
PXP VIETNAM FUND LIMITED
(the "Fund")
Notice of Extraordinary General Meeting
Notice is hereby given that an Extraordinary General Meeting of the Fund will be
held at 6 pm on 31 December 2007 at the offices of Freshfields Bruckhaus
Deringer, 11th floor, 29 Le Duan Boulevard, Ho Chi Minh City, Vietnam.
The purpose of the meeting is to consider and, if thought fit, pass the special
resolutions set out below.
SPECIAL Resolutions:
1. To approve the adoption of a performance fee payable by the Fund to PXP
Vietnam Asset Management Limited (the "Investment Manager"), on the
following terms:
The Investment Manager will also receive a performance fee in relation to any
financial year if the Fund's Total Return at the end of such year exceeds (i)
the Benchmark and (ii) the High Water Mark. Where a performance fee is payable,
it will be an amount equal to 20 per cent of the amount by which the Fund's
Total Return exceeds the higher of the Benchmark and the High Water Mark
"Total Return" is defined as "the amount of (i) the Net Asset Value on the last
Valuation Day in any prior financial year plus (ii) the net asset value of all
distributions made in all prior years by way of dividend, or return of capital,
or otherwise"
"Benchmark" is defined as "an amount equal to (i) the Net Asset Value on the
last Valuation Day in the prior financial year (or, in the case of the first
financial year, the amount of capital originally raised by the Company) plus
eight per cent. plus (ii) any amounts of capital raised by the Company,
exclusive of placing fees, in such financial year, compounded on the basis of
eight per cent. per annum. from the date of issue until the last Valuation Day
in such financial year".
"High Water Mark" is defined as "the highest Total Return by reference to which
a performance fee has been paid in any previous year".
2. To amend the Fund's memorandum of association to increase the Fund's
authorised share capital to US$2,500,000 by the creation of a further
38,000,000 shares of a nominal or par value of US$0.05 each.
3. To amend the Fund's articles of association to delete article 132 in its
entirety and replace it with the following:
"132. The Company has been established for an unlimited duration. However, the
Articles require the Company to put before its Annual General Meetings in 2015,
2016, 2017 and 2018 a Special Resolution to open end the Company effective 31
December 2015, 31 December 2016, 31 December 2017, and 31 December 2018
respectively. If the Shareholders do not decide, by Special Resolution, to wind
up the Company in any such Annual General Meeting, the Company will continue to
operate until 31 December 2019."
Any member unable to attend the meeting in person is urged to appoint a proxy to
attend and vote in his place. A proxy need not be a member of the Fund. A form
of Shareholders' Proxy is enclosed. To be effective, the original or a fax or
pdf copy of the proxy, duly completed, signed, witnessed and dated, must be
received no later than 48 hours before the time and date of the meeting.
Please send your proxy form by fax (with the original to follow by mail) to:
HSBC Institutional Trust Services (Asia) Limited
39th Floor, Dorset House
Taikoo Place
979 King's Road, Hong Kong
Fax No. +(852) 3409 2690
With a copy to:
Charles Adams Ritchie & Duckworth
Zephyr House
122 Mary Street
PO Box 709
Grand Cayman KY1-1107
Cayman Islands
Attn: Alan de Saram
Fax No: (345) 949 8460
Email: alan.desaram@card.com.ky
Dated: 6 December 2007
_________________________________
CARD Corporate Services Limited
Secretary
PXP VIETNAM FUND LIMITED
(Incorporated in the Cayman Islands with Limited Liability)
Form of proxy for use by shareholders at the Extraordinary General Meeting
convened to be held at the offices of Freshfields Bruckhaus Deringer, 11th
floor, 29 Le Duan Boulevard, Ho Chi Minh City, Vietnam on 31 December 2007 at 6
p.m.
I/We (note 1) ____________________________of ___________________________________
being the holder(s) of _______________________ (note 2) Shares of US$0.05 each
of the above-named Company hereby appoint _______________________________of
____________________________________ (note 3), or failing him, the duly
appointed Chairman of the meeting to act as my/our proxy at the Extraordinary
General Meeting of the Company to be held on 31 December 2007 and at any
adjournment thereof and to vote on my/our behalf as directed below.
Please indicate with a "x" in the spaces provided how you wish the proxy to vote
on your behalf.
Special Resolution:
To approve the adoption of a performance fee payable by the Fund to For Against
the Investment Manager, on the following terms:
The Investment Manager will receive a performance fee in relation to
any financial year if the Fund's Total Return at the end of such year
exceeds (i) the Benchmark and (ii) the High Water Mark. Where a
performance fee is payable, it will be an amount equal to 20 per cent
of the amount by which the Fund's Total Return exceeds the higher of
the Benchmark and the High Water Mark.
"Total Return" is defined as "the amount of (i) the Net Asset Value on
the last Valuation Day in any prior financial year plus (ii) the net
asset value of all distributions made in all prior years by way of
dividend, or return of capital, or otherwise".
"Benchmark" is defined as "an amount equal to (i) the Net Asset Value
on the last Valuation Day in the prior financial year (or, in the case
of the first financial year, the amount of capital originally raised
by the Company) plus eight per cent. plus (ii) any amounts of capital
raised by the Company, exclusive of placing fees, in such financial
year, compounded on the basis of eight per cent. per annum. from the
date of issue until the last Valuation Day in such financial year".
"High Water Mark" is defined as "the highest Total Return by reference
to which a performance fee has been paid in any previous year";
Special Resolution:
To amend the Fund's memorandum of association and increase the Fund's For Against
authorised share capital to US$2,500,000 by the creation of a further
38,000,000 shares of a nominal or par value of US$0.05 each;
Special Resolution:
To amend the Fund's articles of association to delete article 132 in For Against
its entirety and replace it with the following:
"132. The Company has been established for an unlimited duration.
However, the Articles require the Company to put before its Annual
General Meetings in 2015, 2016, 2017 and 2018 a Special Resolution to
wind up the Company effective 31 December 2015, 31 December 2016, 31
December 2017, and 31 December 2018 respectively. If the Shareholders
do not decide, by Special Resolution, to wind up the Company in any
such Annual General Meeting, the Company will continue to operate
until 31 December 2019."
Dated the day of 2007.
Shareholder's Signature: ________________________ (notes 4 and 5)
Notes:
1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s);
if no number is inserted, this form of proxy will be deemed to relate to all the
shares in the capital of the Company registered in your name(s).
3. A proxy need not be a member of the Company. If any proxy
other than the Chairman of the Meeting is appointed, delete the words "the
Chairman of the meeting or" and insert the name and address of the person
appointed proxy in the space provided.
4. In the case of joint holders, this form of proxy must be
signed by the member whose name stands first on the register of members.
5. This form of proxy must be signed by the appointor, or his
attorney duly authorised in writing, or if such appointor is a corporation,
either under its Common seal or under the hand of an officer or attorney so
authorised.
6. If this form is returned duly signed but without a specific
direction, the proxy will vote or abstain at his discretion. The proxy will
also be entitled to vote at his discretion on any resolution properly put to the
Meeting other than those referred to in the notice convening the Meeting.
7. In order to be valid, this form of proxy together with a power
of attorney or other authority (if any) under which it is signed or a notarially
certified copy of that authority must be deposited with the office of the
Company's Administrator's Agent, HSBC Institutional Trust Services (Asia)
Limited, 39th Floor, Dorset House, Taikoo Place, 979 King's Road, Hong Kong
(marked for the attention of "Investor Services -AFS") by fax +(852) 3409 2690
(with the original to follow by mail) not later than 48 hours before the time
for holding the Meeting or adjourned Meeting.
8. Any alterations made to this form should be initialled by the
person who signs it.
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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