VNLZ Vinaland

TIDMVNLZ

RNS Number : 4109N

Vinaland ZDP Ltd

25 October 2016

25 October 2016

VinaLand ZDP Ltd

Notice of Annual General Meeting (AGM) and Extraordinary General Meeting (EGM)

VinaLand ZDP Ltd, admitted to the main market of the London Stock Exchange, announces that today its parent company VinaLand Limited ("VNL") made the following announcement:

Vinaland Limited (the "Company" or "VNL") announces that it will hold its AGM and EGM on Friday, 18 November 2016 at Storchen Hotel, Weinplatz 2, 8001 Zurich, Switzerland, at 11:00 a.m. and 11:30 a.m. respectively (local time).

The Company will shortly send a circular and form of proxy to shareholders (the "Circular") detailing the resolutions that will be put to shareholders for their approval at the AGM and EGM. Both documents will also be posted on the Company's website at www.vnl-fund.com

The circulars contain notice of the AGM and EGM of the Company with the resolutions detailed below:

AGM Resolution 1 - Ordinary Resolution

To receive and adopt the financial statements for the year ended 30 June 2016, with the reports of the directors and auditors thereon.

AGM Resolution 2 - Ordinary Resolution

To re-appoint Mr Michel Casselman as a director of the Company.

AGM Resolution 3 - Ordinary Resolution

To re-appoint Mr Ian Lydall as a Director of the Company

AGM Resolution 4 - Ordinary Resolution

To re-appoint PricewaterhouseCoopers (Hong Kong) as independent auditor to the Company and to authorise the Directors to determine their remuneration.

EGM Resolution 1 - Special Resolution

That the Company continue as presently constituted.

The Board does not believe that continuation of the Company as presently constituted is in Shareholders' best interests and is recommending that Shareholders vote AGAINST the continuation of the Company. If, as the Board recommends, the Continuation Resolution is not passed at the EGM, Shareholders will then have the opportunity to vote separately on Resolution 2 and 3.

EGM Resolution 2 - Ordinary Resolution

To change the Company's investing policy and continuation vote policy, and to approve the Third Amended and Restated Investment Management Agreement.

In summary, the proposed new strategy involves the orderly sell down of projects in conjunction with ongoing development of selected projects currently under development to maximise the return of value to shareholders. All projects will be realised over a period of approximately three years and the proceeds collected will be returned to shareholders. As proceeds become available for distribution they will be returned to shareholders via a range of methods.

The Third Amended and Restated Investment Management Agreement will incorporate a new fee structure combining disposal and alignment fees, prepayment advance and retention account to ensure the Investment Manager is incentivised to meet the investing policy.

EGM Resolution 3 - Ordinary Resolution

To change the Company's distribution policy.

Resolution 3, which will be proposed as an ordinary resolution, seeks to amend the Company's distribution policy, with the effect that, during the Realisation Period, the Distributable Proceeds arising from all portfolio realisations will be returned to Shareholders, as the Board's discretion, having regard to requirements to invest further funds in existing projects within the Company's property portfolio to enhance of preserve exist values; the Company's working capital requirements (including the fees payable under the third amended and Restated Investment management Agreement) and the cost and tax efficiency of individual transactions and/or distributions. The range of distribution methods available to the Board will include;

Share Buybacks and/or Tender Offers: where the trading discount is equal to or greater than 15 percent of NAV per Ordinary Share, the Board currently anticipates using secondary market share buybacks and/or tender offers to Shareholders (on terms set by the Board at the time) at a discount to the NAV per Ordinary Share as the main methods of returning Distributable Proceeds to Shareholders.

Redemptions: where the trading discount is less than 15 percent of NAV per Ordinary Share, the Board currently anticipates, subject to the passing of Resolutions 4 and 5 at the EGM, using mandatory redemptions so that all Shareholders will have part of their shareholding redeemed on prescribed terms and at a price per Ordinary Share no less than the NAV per Ordinary Share.

Capital distributions: In addition, if considered appropriate, the Board may also consider making capital distributions by way of returns of capital from the Company's share premium account, in a similar way to the distribution made by the Company in June 2016.

When the NAV has reduced to approximately US$100 million, the Board will undertake a consultation with Shareholders to consider the most appropriate method of returning available Distributable Proceeds to Shareholders.

In all cases, the appropriate method of returning Distributable Proceeds to Shareholders will remain at the discretion of the Board.

EGM Resolution 4 - Ordinary Resolution

For Resolutions 4 and 5, it is proposed to make changes to the Articles in order to facilitate the orderly realisation of the Company's property portfolio and provide an alternative mechanism for returning the net realisation proceeds to Shareholders by redesignating the issued Ordinary Shares into redeemable ordinary shares and allowing the Company to perform compulsory redemptions of Ordinary Shares as an efficient mechanism for returning Distributable Proceeds to Shareholders. Any compulsory redemption would be subject to the pricing parameters specified under the Articles which require the price per Ordinary Share be no less than the NAV per Ordinary Share. Part 3 of this document provides details of the proposed amendments to the Articles. Resolutions 4 and 5 are not conditional on the passing of any or all of Resolutions 1 to 3.

EGM Resolution 5 - Ordinary Resolution

To redesignate the existing Ordinary Shares of the Company into redeemable shares.

For more information regarding the resolutions listed above, please refer to attached Circular. You may also request a copy of the Circular by contacting Jonathan Viet Luu at jonathan.luu@vinacapital.com.

Please note that Terms have the same meaning as defined in the circulars to shareholders dated 25 October 2016 (the "Circular").

Enquiries:

Jonathan Viet Luu

VinaCapital Investment Management Limited

Investor Relations

+84 8 3821 9930

jonathan.luu@vinacapital.com

Joel Weiden

VinaCapital Investment Management Limited

Communications

+84 8 3821 9930

joel.weiden@vinacapital.com

Philip Secrett

Grant Thornton UK LLP, Nominated Adviser

+44 (0)20 7383 5100

philip.j.secrett@uk.gt.com

David Benda / Hugh Jonathan

Numis Securities Limited, Broker

+44 (0)20 7260 1000

funds@numis.com

This information is provided by RNS

The company news service from the London Stock Exchange

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October 25, 2016 09:00 ET (13:00 GMT)