Regulatory Filings • Dec 15, 2025
Regulatory Filings
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice from an appropriately qualified independent financial adviser, authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are outside the United Kingdom.
The contents of this document are not to be construed as legal, business or tax advice. Each Shareholder should consult their own solicitor, independent financial adviser or tax adviser for legal, financial or tax advice.
If you have sold or otherwise transferred all of your Ordinary Shares in Vietnam Enterprise Investments Limited (the "Company"), please send this document (but not any accompanying personalised Form of Proxy, Tender Form or Form of Instruction) 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 delivery to the purchaser or transferee. However, this document should not be distributed, forwarded or transmitted in or into Australia, Canada, Japan, New Zealand or South Africa or into any other jurisdiction if to do so would constitute a violation of the relevant laws and regulations in such other jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares, you should retain this document and any accompanying Form of Proxy, Tender Form or Form of Instruction and contact immediately the stockbroker, bank or other agent through whom the sale or transfer was effected.
The Tender Offer is not being made directly or indirectly in or into Australia, Canada, Japan, New Zealand or South Africa or any jurisdiction into which the making of the Tender Offer would constitute a violation of the relevant law and regulations in such jurisdiction, and cannot be accepted from within Australia, Canada, Japan, New Zealand or South Africa or any jurisdiction into which the making of the Tender Offer would constitute a violation of the relevant law and regulations in such jurisdiction.
(an exempted company incorporated with limited liability in the Cayman Islands with registered number MC-59397)
The Tender Offer is conditional on Shareholder approval of the Resolution, which is being sought at a General Meeting of the Company to be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH at 9.30 a.m. on 8 January 2026. Notice of the General Meeting is set out at the end of this document.
Shareholders are requested to complete and sign the Form of Proxy accompanying this document as soon as possible and return it, together with any power of attorney or other written authority, if any, under which it is signed (or a notarially certified or office copy thereof) to the Company's Registrar, Computershare Investor Services (Cayman) Ltd, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to arrive as soon as possible but in any event not later than 9.30 a.m. (UK time) on 7 January 2026. Scanned copies of the signed Form of Proxy can be emailed to [email protected]. Subject to any restrictions in place at the time of the General Meeting, completing a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person (or by corporate representative) if they wish to do so.
Holders of Depositary Interests will be sent a Form of Instruction separately by Computershare Investor Services PLC. Holders of Depositary Interests are requested to complete, sign and return the Form of Instruction in accordance with the instructions printed thereon. To be valid, completed Forms of Instruction must be received by Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, as soon as possible but in any event not later than 9.30 a.m. (UK time) on 6 January 2026. Scanned copies of the signed Form of Instruction can be emailed to [email protected].
Shareholders who hold their Ordinary Shares through an investment platform or other nominee service are encouraged to contact their investment platform provider or nominee as soon as possible to arrange for votes to be lodged on their behalf.
The Tender Offer will close at 6.00 p.m. on 15 January 2026 and will only be available to Eligible Shareholders on the Register at 6.00 p.m. on 15 December 2025 (the "Record Date").
The Directors are making no recommendation to Shareholders as to whether they should tender Ordinary Shares in the Tender Offer or which of the available options they should elect for. Whether Shareholders decide to tender Ordinary Shares will depend, among other things, on their view of the Company's prospects and their own individual circumstances, including their tax position. Shareholders who are in any doubt as to the action they should take should consult an appropriate independent professional adviser.
None of the Directors will tender Ordinary Shares in the Tender Offer.
Eligible Shareholders who hold their Ordinary Shares in certificated form and who wish to tender Ordinary Shares for purchase by the Company under the Cash Exit Option should ensure that their completed Tender Forms are returned to the Receiving Agent by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH so as to be received by no later than 6.00 p.m. on 15 January 2026. Eligible Shareholders who hold their Ordinary Shares in certificated form should also return their share certificate(s) and/or other document(s) of title in respect of the Ordinary Shares tendered.
Eligible Shareholders who hold Ordinary Shares in uncertificated form (that is, in CREST) and who wish to tender Ordinary Shares for purchase by the Company under the Cash Exit Option should not return the Tender Form and should arrange for the Ordinary Shares tendered to be transferred into escrow as described in paragraph 4.2 of Part 2 of this document.
Qualifying Exchange Shareholders who wish to elect for the Exchange Option should contact the Investment Manager at [email protected] (copying the VEF Administrator at [email protected] and [email protected]) by no later than 5.00 p.m. on 31 December 2025 in order to participate in the Exchange Option and prior to submitting a TTE Instruction or a Tender Form.
Qualifying In Specie Shareholders who wish to elect for the In Specie Option should contact the Investment Manager at [email protected] by no later than 5.00 p.m. on 31 December 2025 in order to participate in the In Specie Option and prior to submitting a TTE Instruction or a Tender Form.
This document should be read as a whole. Your attention is drawn to the letter from the Chair of the Company which is set out in Part 1 of this document which recommends that you vote in favour of the Resolution to be proposed at the General Meeting. Your attention is also drawn to the section entitled "Action to be Taken" in the letter from the Chair in Part 1 of this document.
The Tender Offer relates to securities in a non-US company registered in the Cayman Islands and listed on the London Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects. This document has been prepared in accordance with UK style and practice for the purpose of complying with the laws of the Cayman Islands and the rules of the FCA and of the London Stock Exchange, and US Shareholders should read this entire document. The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. The Tender Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Exchange Act and otherwise in accordance with the requirements of the rules of the FCA and the London Stock Exchange. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements that are different from those applicable under US domestic tender offer procedures and law. The Company is not listed on a US securities exchange, is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the SEC thereunder.
It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the United States and its officers and directors reside outside the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.
To the extent permitted by applicable law and in accordance with normal UK practice, the Company or any of its affiliates, may make certain purchases of, or arrangements to purchase, Ordinary Shares outside the United States during the period in which the Tender Offer remains open for acceptance, including sales and purchases of Ordinary Shares effected by Jefferies acting as market maker in the Ordinary Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the Exchange Act by virtue of Rule 14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must comply with the applicable English law and regulation, including the UK listing rules of the FCA, and the relevant provisions of the US Exchange Act. In addition, in accordance with normal UK market practice, Jefferies and its affiliates may continue to act as market makers in the Ordinary Shares and may engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed as required in the UK and the United States and, if required, will be reported via the Regulatory Information Service and available on the London Stock Exchange website at http://www.londonstockexchange.com.
The receipt of cash or securities pursuant to the Tender Offer may be a taxable transaction for US federal income tax purposes. In addition, holders may be subject to US backup withholding and information reporting on payments with respect to the Tender Offer made (or deemed made) within the United States.
Neither the Tender Offer nor this document have been approved, disapproved or otherwise recommended by the SEC, any US state securities commission or any other US regulatory authority, nor have such authorities passed upon the merits or fairness of the Tender Offer or determined the adequacy of the information contained in this document. Any representation to the contrary is a criminal offence.
| Page | |
|---|---|
| SUMMARY | 5 |
| ACTION TO BE TAKEN | 8 |
| EXPECTED TIMETABLE | 10 |
| PART 1 – LETTER FROM THE CHAIR | 11 |
| PART 2 – TERMS AND CONDITIONS OF THE TENDER OFFER | 22 |
| PART 3 – INFORMATION ON THE VIETNAM EQUITY FUND | 39 |
| PART 4 – TAXATION | 44 |
| PART 5 – ADDITIONAL INFORMATION | 46 |
| PART 6 – RISK FACTORS | 47 |
| PART 7 – DEFINITIONS | 51 |
| NOTICE OF GENERAL MEETING | 58 |
This summary is derived from, and should be read in conjunction with, the full text of this document.
Qualifying Exchange Shareholders (as defined below) will be permitted to elect for the Exchange Option, pursuant to which they will receive C shares in Vietnam Equity (UCITS) Fund, a sub-fund of DC Developing Markets Strategies p.l.c. (the "Vietnam Equity Fund") in respect of successfully tendered Ordinary Shares ("Exchange Exit Shares"), with a value (as at the relevant subscription date) equivalent to the Tender Price multiplied by the number of Exchange Exit Shares.
Qualifying In Specie Shareholders (as defined below) will be permitted to elect for the In Specie Option, pursuant to which they will receive a relevant proportion of the Company's portfolio of assets within the In Specie Pool in respect of successfully tendered Ordinary Shares ("In Specie Exit Shares"), with a value equivalent to the Tender Price multiplied by the number of In Specie Exit Shares.
in accordance with US tender offer rules). Investors should note that whether any steps will be taken to implement future corporate actions remains entirely at the discretion of the Board, and no expectation or reliance should be placed on the Board taking such action.
• The Board also remains committed to its proposal, made on 7 March 2025, regarding the introduction of a five-year performance-related 100 per cent. conditional tender offer, which will be triggered if the Company's NAV total return underperforms its reference index over the period from 31 March 2025 to 31 March 2030.
Shareholders should refer to paragraph 7 of Part 1 (Letter from the Chair) of this document for full details on action to be taken in respect of the General Meeting and the Tender Offer.
• Holders of Ordinary Shares are requested to complete, sign and return the enclosed Form of Proxy. To be valid, completed Forms of Proxy must be received by the Company's registrar, Computershare Investor Services (Cayman) Ltd, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible but in any event not later than 9.30 a.m. (UK time) on 7 January 2026. Scanned copies of the signed proxy form can be emailed [email protected].
• Shareholders holding their Ordinary Shares through investor platforms are also encouraged to vote, ahead of the proxy voting deadline, through their nominee platforms. Shareholders should be aware that the deadlines for voting through platforms may be earlier than the Company's proxy voting deadline.
Shareholders are not obliged to tender any Ordinary Shares. Shareholders who do NOT wish to sell any Ordinary Shares under the Tender Offer should NOT complete or return a Tender Form or submit a TTE Instruction in CREST.
Only those Eligible Shareholders who wish to elect for the Cash Exit Option and who hold their Ordinary Shares in certificated form should complete and return a Tender Form. Eligible Shareholders who hold their Ordinary Shares in uncertificated form do not need to complete or return a Tender Form.
Eligible Shareholders who wish to elect for the Cash Exit Option and hold their Ordinary Shares in uncertificated form (that is, in CREST) should arrange for the relevant Ordinary Shares to be transferred to escrow by means of a TTE Instruction as described in paragraph 4.2 of Part 2 of this document.
Eligible Shareholders who wish to elect for the Cash Exit Option and hold their Ordinary Shares in certificated form should complete the Tender Form in accordance with the instructions set out therein and return the completed Tender Form by post using the reply-paid envelope provided (for use in the UK only) along with the relevant share certificate(s) and/or other document(s) of title to the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH.
Completed Tender Forms and/or TTE Instructions (as appropriate) must be received by the Receiving Agent no later than 6.00 p.m. on 15 January 2026.
Qualifying Exchange Shareholders who wish to elect for the Exchange Option should contact the Investment Manager at [email protected] (copying the VEF Administrator at [email protected] and [email protected]) by no later than 5.00 p.m. on 31 December 2025 in order to participate in the Exchange Option and prior to submitting a TTE Instruction or a Tender Form.
Qualifying In Specie Shareholders who wish to elect for the In Specie Option should contact the Investment Manager at [email protected] by no later than 5.00 p.m. on 31 December 2025 in order to participate in the In Specie Option and prior to submitting a TTE Instruction or a Tender Form.
| 2025 | |||
|---|---|---|---|
| Tender Offer opens | 15 December | ||
| Record Date for the Tender Offer | 6.00 p.m. on 15 December | ||
| Latest date for Qualifying Exchange Shareholders to contact the Investment Manager to participate in the Exchange Option |
5.00 p.m. on 31 December | ||
| Latest date for Qualifying In Specie Shareholders to contact the Investment Manager to participate in the In Specie Option |
5.00 p.m. on 31 December | ||
| 2026 | |||
| Latest time and date for receipt of Forms of Instruction and electronic proxy appointments for the General Meeting |
9.30 a.m. on 6 January | ||
| Latest time and date for receipt of Forms of Proxy for the General Meeting |
9.30 a.m. on 7 January | ||
| General Meeting | 9.30 a.m. on 8 January | ||
| Results of General Meeting announced | 8 January | ||
| Tender Closing Date: latest time and date for receipt of Tender Forms and TTE Instructions |
6.00 p.m. on 15 January | ||
| Results of Tender Offer announced | 16 January | ||
| Calculation Date | close of business on 16 January | ||
| Tender Price announced | 20 January | ||
| CREST accounts credited with unsuccessfully tendered uncertificated Ordinary Shares |
by 22 January | ||
| Repurchase of Exit Shares announced | on or around 22 January | ||
| Return of share certificates in respect of unsuccessfully tendered certificated Ordinary Shares and balancing certificates despatched |
by 22 January | ||
| Payments through CREST made in respect of the Exit Shares held in uncertificated form |
22 January | ||
| Cheques despatched in respect of the Exit Shares held in certificated form |
22 January | ||
| Transfer of portfolio assets to Qualifying In Specie Shareholders that have elected for the In Specie Option |
on or shortly after 23 January | ||
| Issue of VEF Shares to Qualifying Exchange Shareholders that have elected for the Exchange Option |
on or around 27 January |
All references to times in this document are to UK time unless otherwise stated.
The times and dates set out in the expected timetable may be adjusted by the Company at its discretion, in which event details of the new times and/or dates will be notified to Shareholders by an announcement made by the Company through a Regulatory Information Service.
(an exempted company incorporated with limited liability in the Cayman Islands with registered number MC-59397)
Independent Non-Executive Directors: Registered office:
Edphawin Jetjirawat
Sarah Arkle Maples Corporate Services Limited Charles Cade PO Box 309, Ugland House Vi Peterson Grand Cayman, KY1-1104 Low Suk Ling Cayman Islands
Non-Independent Non-Executive Director:
Dominic Scriven OBE
15 December 2025
Dear Shareholder
Tender Offer to purchase up to 10 per cent. of the issued ordinary share capital of the Company and Notice of General Meeting
At the annual general meeting on 18 June 2025, the Company's shareholders voted against a fiveyearly discontinuation resolution (Resolution 10) that would have required the Company to wind up effective 31 December 2027. However, more than 20 per cent. of the total votes cast were in favour of the resolution, against the recommendation of the Board.
The Board therefore committed to consult with relevant shareholders in order to understand the reasons behind their voting decision with a view to providing an update within six months, as required by the AIC Code.
Following the AGM, the Board has consulted with Shareholders representing approximately 60 per cent. of the Company's issued Ordinary Share capital (excluding Ordinary Shares held in treasury). Whilst a significant majority of those Shareholders consulted indicated their continued support for the Company, certain Shareholders indicated a desire to either (a) exit some or all of their holding in the Company, which they are constrained from doing in the secondary market given the discount at which the Ordinary Shares trade, (b) exchange part or all of their holding for shares in an open-ended fund managed by the Investment Manager, or (c) receive a relevant proportion of the Company's portfolio of assets via an in specie distribution.
Accordingly, the Board is seeking to implement a tender offer to purchase up to 10 per cent. of the Ordinary Shares in issue (excluding Ordinary Shares held in treasury), and to give Eligible Shareholders the opportunity to elect to receive cash in respect of their tendered shareholding and/or, in respect of certain qualifying Shareholders, to receive the consideration for their tendered shareholding by way of new shares in an open-ended fund managed by the Investment Manager and/or a pro rata transfer of the Company's portfolio assets.
The Tender Price will be set at a 3 per cent. discount to the Adjusted Net Asset Value per Share as at the Calculation Date. The Adjusted Net Asset Value per Share shall be calculated as the Net Asset Value, adding back any Tender Offer Costs that have been reflected in the Net Asset Value as at that date, divided by the number of Ordinary Shares then in issue (excluding any Ordinary Shares held in treasury). This gives Existing Shareholders the ability to realise a portion of their holding at a modest discount to NAV, while the 3 per cent. discount is expected to cover the costs of implementing the Tender Offer so that continuing Shareholders are not impacted by these costs. Any benefit of the discount, after deduction of Tender Offer Costs, will accrue to the Company for the benefit of continuing Shareholders.
In order to facilitate liquidity management in the underlying portfolio, the Tender Offer will be limited to a maximum of 10 per cent. of the Ordinary Shares in issue. However, the Board currently intends to conduct two further tender offers, each for up to a further 10 per cent. of the Company's issued ordinary share capital, to take place within the next 12 months (the "Subsequent Tender Offers"). The Board considers that, due to the relatively illiquid nature of the Vietnamese equity market, implementing a series of smaller tender offers is preferable to conducting a single, larger tender offer. This approach is intended to minimise potential disruption to the market and to facilitate effective management of the Company's portfolio. Investors should note that the implementation and timing of any Subsequent Tender Offers will be entirely at the discretion of the Board. No expectation or reliance should be placed on the Board exercising its discretion to undertake any Subsequent Tender Offer on any particular occasion, within any particular timeframe, or as to the proportion of Ordinary Shares that may be tendered in any such offer. The terms of any Subsequent Tender Offer will be set out in a separate circular at the relevant time and will be subject to a separate shareholder approval if the Board exercises its discretion to offer such Subsequent Tender Offers. Each Subsequent Tender Offer would be conditional inter alia on obtaining the requisite Shareholder authority at the relevant time. The participation or otherwise by any Shareholder in any prior tender offer (including the Tender Offer) would not preclude the participation by such Shareholder in any Subsequent Tender Offer.
The Board also remains committed to its proposal, made on 7 March 2025, regarding the introduction of a five-year performance-related 100 per cent. conditional tender offer, which will be triggered if the Company's NAV total return underperforms its reference index over the period from 31 March 2025 to 31 March 2030.
The Board proposes to seek Shareholder approval for the repurchases of Ordinary Shares pursuant to the Tender Offer, which will be sought at the General Meeting to be held on 8 January 2026. The Tender Offer will be carried out in accordance with the terms and conditions set out in this document.
The purpose of this document is to set out the background to, and reasons for, the Tender Offer and why the Board is unanimously recommending that you vote in favour of the Resolution to be proposed at the General Meeting, notice of which is set out at the end of this document.
This letter is not a recommendation to Shareholders to sell or tender their Ordinary Shares or whether to elect for the Cash Exit Option, the Exchange Option or the In Specie Option, and Shareholders are not obliged to tender any Ordinary Shares. Shareholders who wish to continue their investment in the Company do not need to take any action, and should not return a Tender Form or submit a TTE Instruction.
A short "Questions & Answers" document regarding these proposals is available on the Company's website at www.veil.uk.
The Company has a diverse, global and primarily institutional investor base. Following the AGM, the Board consulted widely with Shareholders representing approximately 60 per cent. of the Company's issued Ordinary Share capital (excluding Ordinary Shares held in treasury). Whilst a significant majority of those Shareholders consulted indicated their continued support for the Company, certain Shareholders indicated a desire to either (a) exit some or all of their holding in the Company, which they are constrained from doing in the secondary market given the discount at which the Ordinary Shares trade, (b) exchange part or all of their holding for shares in an open-ended fund managed by the Investment Manager, or (c) receive a relevant proportion of the Company's portfolio of assets via an in specie distribution.
The Board continues to believe that the medium-term investment case for Vietnam remains strong and that the Company represents an attractive access point for investors to gain exposure to the country. Vietnam has generated an average real GDP growth of 6.0 per cent. per annum during the period from 2015 to 2024, supported by a burgeoning middle class, urbanisation, accelerating displacement of State-Owned Enterprises by the private sector, the broadening and deepening of capital markets and the continued expansion of exports. Government policies have largely succeeded in combining growth with stability, as shown by the country's low foreign debt, sound public finances, modest inflation and large external-account surpluses.
Furthermore, the Board believes that the Company, as a listed closed-end investment fund, is an optimal structure and vehicle for international investors to access the Vietnamese public market. The closedend structure allows the Investment Manager to undertake active long-term investment on a continuous basis, undeterred by market volatility, and undisturbed by sudden inflows and outflows of funds.
In order to protect the interests of Shareholders who wish to remain invested in the Company, the Board resolved to find a solution that enables Shareholders to exit part of their investment in the Company, while allowing those who wish to remain invested the opportunity to do so.
The Board has reviewed a range of potential options and, following the consultation process with Shareholders, has resolved to implement the Tender Offer. The structure of the Tender Offer, comprising a Cash Exit Option, an Exchange Option and an In Specie Option, has been designed to provide Tendering Shareholders with flexibility in how they realise part of their investment in the Company. Accordingly, the Tender Offer will provide Eligible Shareholders with the opportunity to realise part of their investment in the Company for cash, exchange part of their investment for shares in an openended fund managed by the Investment Manager and/or receive an In Specie distribution of assets for part of their investment, in each case at a 3 per cent. discount to the Adjusted Net Asset Value per Share as at the Calculation Date. The structure is described in further detail in paragraph 3 below.
The Board believes that the Tender Offer, and any Subsequent Tender Offer, will put the Company in a strong position going forward, enabling it to focus on achieving its investment objective with the support of a committed Shareholder base.
Notwithstanding the Tender Offer and the Subsequent Tender Offers, the Board remains committed to operating an active buyback programme as a means of managing the discount to NAV. Over the past two years, the Company has undertaken significant share buybacks, repurchasing 16.3 million Ordinary Shares in 2024, representing 8.1 per cent. of the total number of Ordinary Shares in issue at the start of that year (excluding Ordinary Shares held in treasury), and 23.7 million Ordinary Shares in 2025 to date, representing 12.8 per cent. of the total number of Ordinary Shares in issue at the start of this year (excluding Ordinary Shares held in treasury). The Board intends to continue to operate the Company's share buyback programme, and to consider future corporate actions, including further returns of capital by way of tender offer, with the intention of targeting a discount to NAV of less than 10 per cent. over the medium term (although share buybacks will be suspended from the date of this document until the Tender Offer Closing Date in accordance with US tender offer rules). Investors should note that whether any steps will be taken to implement future corporate actions remains entirely at the discretion of the Board, and no expectation or reliance should be placed on the Board taking such action.
Shareholders are being invited by the Company to tender up to 10 per cent. of the Ordinary Shares in issue on the Record Date (excluding Ordinary Shares held in treasury). The Tender Offer is open only to Eligible Shareholders on the Register as at the Record Date, being 6.00 p.m. on 15 December 2025. Any shareholding that is not recorded on the Register on the Record Date will not be eligible to participate in the Tender Offer.
Eligible Shareholders will be able to tender up to 10 per cent. of the Ordinary Shares registered in their name on the Register as at the Record Date (the "Basic Entitlement"), rounded down to the nearest whole number of Ordinary Shares. Eligible Shareholders tendering up to their Basic Entitlement will have their election satisfied in full. Registered Eligible Shareholders who hold Ordinary Shares on the Record Date for multiple beneficial owners may decide allocations among such beneficial owners at their own discretion.
Eligible Shareholders may tender Ordinary Shares in excess of their Basic Entitlement (an "Excess Application"), with such Excess Applications being satisfied if there are sufficient remaining Available Shares. Such remaining Available Shares will be apportioned to Eligible Shareholders pro rata to their Excess Applications should other Eligible Shareholders not tender the full amount of their Basic Entitlement and as a result of certain Overseas Shareholders not being permitted to participate in the Tender Offer.
The Tender Offer will include a Cash Exit Option, an Exchange Option and an In Specie Option, as summarised in paragraphs 3.2, 3.3 and 3.4, respectively, below.
The Tender Offer is made on the terms and subject to the conditions set out in Part 2 of this document and the Tender Form (for Shareholders holding Ordinary Shares in certificated form and electing for the Cash Exit Option), the terms of which will be deemed to be incorporated in this document and form part of the Tender Offer. In addition, Qualifying In Specie Shareholders who wish to elect for the In Specie Option and Qualifying Exchange Shareholders who wish to elect for the Exchange Option may be required to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as the Investment Manager, the Company (in respect of the In Specie Option) or the VEF Administrator (in respect of the Exchange Option) may require in their absolute discretion, the terms of which may amend, vary and/or supersede the terms and conditions of the Tender Offer as set out in Part 2 of this document. In particular, but without limitation, Qualifying In Specie Shareholders wishing to participate in the In Specie Option will be required to enter into a Share Sale Agreement with the Company, which is expected to include terms substantially similar to those set out in paragraph 1 of Part 5 of this document, and Qualifying Exchange Shareholders wishing to participate in the Exchange Option will be required to enter into a VEF Subscription Agreement, which is expected to include terms substantially similar to those set out in paragraph 2 of Part 5 of this document, and to complete and submit a VEF Application Form, together with supporting documentation for anti-money laundering purposes.
Eligible Shareholders may elect for the Cash Exit Option, pursuant to which they will receive cash in respect of successfully tendered Cash Exit Shares in an amount equal to the Tender Price multiplied by the relevant number of Cash Exit Shares.
Eligible Shareholders on the Register on the Record Date electing for the Cash Exit Option will be invited to tender for sale some or all of their Ordinary Shares to the Company, which will purchase validly tendered Cash Exit Shares (subject to the overall limits of the Tender Offer) at the Tender Price by way of an on-market transaction on the main market of the London Stock Exchange.
Qualifying Exchange Shareholders will be permitted to elect for the Exchange Option, pursuant to which they will receive, in respect of successfully tendered Exchange Exit Shares, the Tender Price in cash and will have committed pursuant to the VEF Subscription Agreement to use such cash to subscribe for C shares in the Vietnam Equity Fund ("VEF Shares"), at the prevailing VEF Share Subscription Price, with a value (on the relevant subscription date) equal to the Tender Price multiplied by the aggregate number of Exchange Exit Shares.
Qualifying Exchange Shareholders on the Register on the Record Date electing for the Exchange Option will be invited to tender for sale some or all of their Ordinary Shares to the Company, which will purchase validly tendered Exchange Exit Shares (subject to the overall limits of the Tender Offer) at the Tender Price by way of an on-market transaction on the main market of the London Stock Exchange.
The key features of the Vietnam Equity Fund are set out in Part 3 of this document and certain key risks associated with the Vietnam Equity Fund are set out in Part 6 of this document. Shareholders should also refer to the VEF Prospectus, the VEF KIID and the VEF PRIIP KID, which are available to download at https://www.dragoncapital.com/vef/. Please note that the Board takes no responsibility for the contents of the VEF Prospectus, the VEF KIID or the VEF PRIIP KID or any summary thereof in this document.
The Exchange Option is available only to "Qualifying Exchange Shareholders" being Eligible Shareholders that: (i) are not VEF Restricted Persons; (ii) are resident or domiciled in a VEF Distribution Jurisdiction; (iii) agree to subscribe for the VEF Minimum Holding; and (iv) agree to enter into, and provide, the relevant documentation required to subscribe for VEF Shares, including, without limit, a VEF Subscription Agreement and a VEF Application Form.
An election by a Qualifying Exchange Shareholder for the Exchange Option will instead be deemed to be an election for the Cash Exit Option in any of the following circumstances: (i) the relevant Shareholder fails to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as the Investment Manager and/or the VEF Administrator (in their absolute discretion) may require in connection with the election for the Exchange Option; (ii) the relevant Shareholder fails to make payment in full of the subscription monies for the relevant VEF Shares by the specified deadline; (iii) the Directors, in consultation with the Investment Manager, determine that legal, regulatory or operational constraints make it impractical or impossible to effect settlement of the Exchange Option; or (iv) the aggregate number of Ordinary Shares elected for under the Exchange Option would, in the opinion of the Directors, in consultation with the Investment Manager, result in it being impractical or impossible for the Company to effect settlement of the Exchange Option.
Qualifying In Specie Shareholders will be permitted to elect for the In Specie Option, pursuant to which they will receive, in respect of successfully tendered In Specie Exit Shares, the Tender Price in cash and will have committed pursuant to the Share Sale Agreement to use such cash to acquire a pro rata share of all the securities within the Company's portfolio, with a value equal to the Tender Price multiplied by the aggregate number of In Specie Exit Shares.
Qualifying In Specie Shareholders on the Register on the Record Date electing for the In Specie Option will be invited to tender for sale some or all of their Ordinary Shares to the Company, which will purchase validly tendered In Specie Exit Shares (subject to the overall limits of the Tender Offer) at the Tender Price by way of an on-market transaction on the main market of the London Stock Exchange.
The In Specie Option is available only to "Qualifying In Specie Shareholders" being Eligible Shareholders that: (i) would be categorised as "professional clients" or "eligible counterparties" pursuant to Chapter 3 of the FCA's Conduct of Business Sourcebook (www.handbook.fca.org.uk/handbook/cobs3); (ii) can demonstrate to the Company's satisfaction that they are capable of taking custody of a pro rata share of the Company's portfolio; and (iii) agree to enter into the relevant documentation required to effect the lawful transfer of a pro rata share of the Company's portfolio, including, without limit, a Share Sale Agreement on terms substantially similar to those set out in paragraph 1 of Part 5 of this document.
The offer of underlying securities in the Company's portfolio to Shareholders other than "professional clients" or "eligible counterparties" would require the Company to comply with onerous legislation. Accordingly, the In Specie Option is not being made available to retail investors or to any other Shareholders that do not meet all three criteria set out above to be a Qualifying In Specie Shareholder.
An election by a Qualifying In Specie Shareholder for the In Specie Option will instead be deemed to be an election for the Cash Exit Option in any of the following circumstances: (i) the relevant Shareholder fails to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as the Investment Manager and/or the Company (in their absolute discretion) may require in connection with the election for the In Specie Option; (ii) the Directors, in consultation with the Investment Manager, determine that legal, regulatory or operational constraints make it impractical or impossible to effect settlement of the In Specie Option; or (iii) the aggregate number of Ordinary Shares elected for under the In Specie Option would, in the opinion of the Directors, in consultation with the Investment Manager, result in it being impractical or impossible for the Company to effect settlement of the In Specie Option.
As at the Calculation Date, the Company's assets will be valued in accordance with its normal accounting policies and procedures. Thereafter, a portion of the Company's assets will be allocated to the Cash Exit Pool, the Exchange Pool and the In Specie Pool as set out below, in preparation for the settlement of entitlements to Shareholders under each respective option.
Following the Calculation Date, cash from the Company's portfolio will be allocated to the Cash Exit Pool in an amount equal to the Tender Price multiplied by the number of Cash Exit Shares.
Asset realisations will be based on expected elections for the Cash Exit Option and will be undertaken by the Investment Manager. The Investment Manager will develop a plan for asset realisations, duly considering the interests of all Shareholders, and discuss those plans with the Board. This approach allows the Investment Manager to select which assets to sell and to determine the timing of such sales, taking into account prevailing market conditions and liquidity, with the aim of achieving the best possible outcome for Shareholders. The Board, based on the advice of the Investment Manager, considers this approach preferable to a pro rata realisation of portfolio assets, which would require the sale of a fixed proportion of each holding in the Company's portfolio and could result in less favourable prices on disposal, due to the conduct of third party market participants and/or the forced sale of less liquid assets.
If cash in the portfolio is insufficient to meet the requirements of the Cash Exit Pool following the Tender Closing Date, the Investment Manager will realise additional assets ahead of the Calculation Date, and/ or utilise the Company's existing credit facility, to generate the necessary funds.
Shareholders that have successfully tendered their Ordinary Shares under the Cash Exit Option will receive cash in an amount equal to the number of Cash Exit Shares successfully tendered multiplied by the Tender Price. Cash payments through CREST are expected to be made in respect of Cash Exit Shares held in uncertificated form on 22 January 2026. Cheques in respect of Cash Exit Shares held in certificated form are expected to be despatched on 22 January 2026.
Following the Calculation Date, the Exchange Pool will be allocated a pro rata share of all of the securities within the Company's portfolio, with a total value (based on the Net Asset Value of the Company as at the Calculation Date) equal to the Tender Price multiplied by the aggregate number of Exchange Exit Shares.
Although the Company intends to allocate securities to the Exchange Pool on a strictly pro rata basis, it reserves the right to exclude from such allocation any stock whose listing has been suspended or which the Directors consider inappropriate for transfer to the Exchange Pool (for example, stocks subject to corporate actions), in which case the relative proportions of the other securities in the pool will be increased to account for the exclusion.
Following such allocation, Shareholders who have successfully tendered their Ordinary Shares under the Exchange Option will receive cash in an amount equal to the Tender Price multiplied by the relevant number of Exchange Exit Shares. The Company expects to utilise its existing credit facility to fund these cash payments. Cash payments through CREST are expected to be made in respect of Exchange Exit Shares held in uncertificated form on 22 January 2026.
Following receipt of such cash, and in accordance with the VEF Subscription Agreement entered into by the relevant Qualifying Exchange Shareholder, such Shareholder will then be required to pay an equivalent amount of cash to DC Developing Markets Strategies to subscribe for C shares in the Vietnam Equity Fund at the prevailing VEF Share Subscription Price. The VEF Shares will be issued to Tendering Shareholders electing for the Exchange Option on the Exchange Settlement Date, which is expected to be on or around 27 January 2026. VEF may issue fractional VEF Shares to satisfy fractional entitlements of Qualifying Exchange Shareholders.
The Company has entered into a share purchase agreement with DC Developing Markets Strategies dated 15 December 2025, pursuant to which DC Developing Markets Strategies has agreed, on behalf of VEF, to purchase assets in the Exchange Pool from the Company for an amount equal to the aggregate subscription monies received by VEF from Qualifying Exchange Shareholders (equal to the Tender Price multiplied by total number of Exchange Exit Shares) based on the value of the Exchange Pool on the date of purchase (calculated in accordance with the valuation policies and procedures of DC Developing Markets Strategies). The purchase of assets in the Exchange Pool by VEF is expected to take place shortly after the Exchange Settlement Date.
The valuation policies and procedures of DC Developing Markets Strategies are substantially the same as those of the Company. Accordingly, the value of the Exchange Pool determined by DC Developing Markets Strategies on the date of purchase is expected to be materially the same as the value determined by the Company on that date, and the purchase of the Exchange Pool by VEF should therefore have no impact on the Company's Net Asset Value.
The effect of these mechanics is that: (a) Shareholders who successfully tender their Ordinary Shares under the Exchange Option will receive VEF Shares equivalent in value to the Tender Price multiplied by the number of such Ordinary Shares; and (b) a corresponding pro rata portion of the Company's portfolio assets will then be transferred to VEF.
Following the Calculation Date, the In Specie Pool will be allocated a pro rata share of all the securities within the Company's portfolio, with a total value (based on the Net Asset Value of the Company as at the Calculation Date) equal to the Tender Price multiplied by the aggregate number of In Specie Exit Shares.
Although the Company intends to allocate securities to the In Specie Pool on a strictly pro rata basis, it reserves the right to exclude from such allocation any stock whose listing has been suspended or which the Directors consider inappropriate for transfer to the In Specie Pool (for example, stocks subject to corporate actions), in which case the relative proportions of the other securities in the pool will be increased to account for the exclusion.
Following such allocation, Shareholders who have successfully tendered their Ordinary Shares under the In Specie Option will receive cash in an amount equal to the Tender Price multiplied by the relevant number of In Specie Exit Shares. The Company expects to utilise its existing credit facility to fund these cash payments. Cash payments through CREST are expected to be made in respect of In Specie Exit Shares held in uncertificated form on 22 January 2026.
Following receipt of such cash, and in accordance with the Share Sale Agreement between the Company and the relevant Qualifying In Specie Shareholder, such Shareholder will then be required to pay an equivalent amount of cash back to the Company in order to purchase a relevant proportion of the securities in the In Specie Pool, in proportion to the number of In Specie Exit Shares successfully tendered by them.
The portfolio assets in the In Specie Pool will be transferred to Tendering Shareholders electing for the In Specie Option on the In Specie Settlement Date, which is currently expected to be on or shortly after 23 January 2026.
The effect of these mechanics is that Shareholders who successfully tender their Ordinary Shares under the In Specie Option will receive a relevant proportion of the portfolio assets in the In Specie Pool, with a value equal to the Tender Price multiplied by the number of such Ordinary Shares.
The fixed costs and expenses relating to the Tender Offer, including all legal, tax and other advisory costs, are expected to be approximately US\$753,000 including VAT, where applicable.
In addition to the fixed costs, the Company will incur variable costs and expenses, including the cost of realising assets in order to fund the Cash Exit Pool, interest payments on any use of the Company's credit facility to fund cash payments, and the amount of any broker fees, transfer taxes or registration taxes that the Company as transferor is required to pay in relation to the transfer of portfolio assets to Qualifying In Specie Shareholders in connection with the In Specie Option or to VEF in connection with the Exchange Option. No UK stamp duty is expected to be payable by the Company on the repurchase of Ordinary Shares by the Company.
The amount of the variable costs will depend on, inter alia, the number of Ordinary Shares tendered pursuant to the Tender Offer; the split of elections between the Cash Exit Option, the Exchange Option and the In Specie Option; and the value of the assets being realised and/or transferred pursuant to the Tender Offer.
However, the Tender Offer Costs have been factored into the 3 per cent. discount to Adjusted Net Asset Value per share at which the Tender Price has been set, and this discount is expected to cover all such costs. This approach is intended to ensure that these costs are not borne by continuing Shareholders.
A Qualifying In Specie Shareholder electing for the In Specie Option will be responsible for any brokerage costs (whether UK or non-UK) relating to assets transferred to them, to the extent such costs are payable by the transferee.
The Tender Offer is conditional on Shareholder approval of the Resolution, which will be sought at the General Meeting. The Tender Offer is subject to certain further conditions, and may be suspended or terminated in certain circumstances, as set out in paragraphs 2 and 9 of Part 2 of this document.
Shareholders' attention is drawn to Part 2 of this document which, together with the Tender Form (for Shareholders holding Ordinary Shares in certificated form), the Share Sale Agreement (for Qualifying In Specie Shareholders) and the VEF Subscription Agreement and VEF Application Form (for Qualifying Exchange Shareholders) constitutes the terms and conditions of the Tender Offer. Details of how to tender Ordinary Shares can be found in paragraph 4 of Part 2 of this document.
Shareholders should note that, once tendered, those Ordinary Shares may not be sold, transferred, charged, lent or otherwise disposed of other than in accordance with the Tender Offer.
The Tender Offer may be terminated in the circumstances described in paragraph 9 of Part 2 of this document.
The making of the Tender Offer to persons outside the United Kingdom may be prohibited or affected by the relevant laws of the overseas jurisdiction. Shareholders with registered or mailing addresses outside the United Kingdom or who are citizens or nationals of, or resident in, a jurisdiction other than the United Kingdom should read paragraph 10 of Part 2 of this document.
The Tender Offer is being made to US Shareholders in compliance with the applicable US tender offer rules under the US Exchange Act, including Regulation 14E thereunder and otherwise in accordance with the requirements of Cayman Islands law, the London Stock Exchange and the FCA. Accordingly, the Tender Offer may be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.
The attention of US Shareholders is drawn to the section titled "Notice for US Shareholders" on page 3 of this document.
The Company does not formally benchmark against any index but seeks to outperform the Vietnam Ho Chi Minh Stock Index (the "VN Index") on a three-year rolling basis.
The table below presents the Company's NAV total return performance alongside the VN Index for each year from 2020 to 2024, as well as over the past 10 years and for the year to date.
| NAV Total Return in US\$ Terms (%) |
YTD(1) | 2024 | 2023 | 2022 | 2021 | 2020 | 10 years(2) |
|---|---|---|---|---|---|---|---|
| VEIL NAV (USD) | 20.66 | 12.23 | 10.45 | -35.71 | 47.11 | 22.78 | 230.71 |
| VN Index (USD) | 31.09 | 8.79 | 11.13 | -34.07 | 39.00 | 17.39 | 207.11 |
As at the end of November 2025, VEIL's NAV had returned 20.7 per cent. in USD terms year-to-date, compared with a 31.1 per cent. gain in the VN Index, in a year marked by sharp volatility around US tariff headlines and continued foreign outflows of more than US\$5bn. The portfolio remains centred on financials that stand to benefit from continued credit expansion as the economy grows, and on domestic-focused companies positioned to capture rising demand, consumption and Vietnam's large infrastructure investment programme. Relative performance reflects a more measured position in the Vingroup family of stocks, where VIC and its affiliates have led the index higher, while VEIL has stayed focused on financially sound, domestically orientated businesses.
Shareholders who sell Ordinary Shares in the Tender Offer may, depending on their individual circumstances, incur a liability to taxation. The attention of Shareholders is drawn to Part 4 of this document which sets out a general guide to certain aspects of current law and tax authority practice in respect of UK taxation. Nothing in this document constitutes or should be relied on as tax advice. All Shareholders should consult an appropriate independent professional adviser as to the tax consequences for them of the matters referred to in this document.
The Board are seeking Shareholder approval of the Resolution in order to implement the Tender Offer. A notice convening a General Meeting of the Company, which is to be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH at 9.30 a.m. on 8 January 2026, and at which the Resolution will be proposed, is set out at the end of this document. The notice includes the full text of the Resolution.
The Resolution is a special resolution. To become effective, the Resolution must be passed by Shareholders representing 75 per cent. (or more) of the total voting rights of Shareholders who, being entitled to vote, do so in person or by proxy at the General Meeting.
The Resolution will be voted on by way of a poll. The Board believes a poll is more representative of Shareholders' voting intentions because Shareholders' votes are counted according to the number of Ordinary Shares held and all votes validly tendered are taken into account. The results of the poll will be published on the Company's website and will be released via a Regulatory Information Service as soon as practicable following the close of the General Meeting.
All Shareholders are encouraged to vote on the Resolution to be proposed at the General Meeting and, if their Ordinary Shares are not held directly, to arrange for their nominee to vote on their behalf.
Holders of Depositary Interests will be sent a Form of Instruction separately by Computershare Investor Services PLC. Holders of Depositary Interests are requested to return the Form of Instruction in accordance with the instructions printed thereon. To be valid, completed Forms of instruction must be received by Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, as soon as possible but in any event not later than 9.30 a.m. (UK time) on 6 January 2026. Scanned copies of the Form of Instruction can be emailed to [email protected].
Holders of Depositary Interest who are CREST members and who wish to issue an instruction through the CREST electronic voting appointment service may do so by using the procedures described in the CREST manual (available from www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting services provider(s), who will be able to take the appropriate action on their behalf.
In order for instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Voting Instruction) must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST).
The message given to the Computershare Investor Services PLC must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) no later than 9.30 a.m. (UK time) on 6 January 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the issuer's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST.
Holders of Ordinary Shares are requested to complete, sign and return the enclosed Form of Proxy. To be valid, completed Forms of Proxy must be received by the Company's registrar, Computershare Investor Services (Cayman) Ltd, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible but in any event not later than 9.30 a.m. (UK time) on 7 January 2026. Scanned copies of the signed proxy form can be emailed [email protected]. Completing a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person (or by corporate representative) if they wish to do so.
Shareholders holding their Ordinary Shares through investor platforms are also encouraged to vote, ahead of the proxy voting deadline, through their nominee platforms. Shareholders should be aware that the deadlines for voting through platforms may be earlier than the Company's proxy voting deadline.
Shareholders are not obliged to tender any Ordinary Shares. Shareholders who do NOT wish to sell any Ordinary Shares under the Tender Offer should NOT complete or return a Tender Form or submit a TTE Instruction in CREST.
Only those Eligible Shareholders who wish to elect for the Cash Exit Option and who hold their Ordinary Shares in certificated form should complete and return a Tender Form. Eligible Shareholders who hold their Ordinary Shares in uncertificated form do not need to complete or return a Tender Form.
Eligible Shareholders who wish to elect for the Cash Exit Option and hold their Ordinary Shares in uncertificated form (that is, in CREST) should arrange for the relevant Ordinary Shares to be transferred to escrow by means of a TTE Instruction as described in paragraph 4.2 of Part 2 of this document.
Eligible Shareholders who wish to elect for the Cash Exit Option and who hold their Ordinary Shares in uncertificated form should note that the Record Date for participation in the Tender Offer is 6.00 p.m. on 15 December 2025. If CREST participants move eligible Ordinary Shares to a different CREST participant ID and CREST Member Account ID following the Record Date they may render those Ordinary Shares ineligible to participate in the Tender Offer.
Eligible Shareholders who wish to elect for the Cash Exit Option and hold their Ordinary Shares in certificated form should complete the Tender Form in accordance with the instructions set out therein and return the completed Tender Form by post using the reply-paid envelope provided (for use in the UK only) along with the relevant share certificate(s) and/or other document(s) of title to the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH, to arrive as soon as possible and, in any event, by no later than 6.00 p.m. on 15 January 2026.
Completed Tender Forms and/or TTE Instructions (as appropriate) must be received by the Receiving Agent no later than 6.00 p.m. on 15 January 2026.
Shareholders should note that, once tendered, those Ordinary Shares may not be sold, transferred, charged, lent or otherwise disposed of other than in accordance with the Tender Offer. Although the Tender Form for Eligible Shareholders must be returned by 6.00 p.m. on 15 January 2026, the purchase of any Ordinary Shares by the Company may not be effected until on or after 22 January 2026. Upon having returned a Tender Form, an Eligible Shareholder is deemed to accept that such a tender application may not be withdrawn or cancelled, save with the consent of the Company, before the Tender Closing Date.
Qualifying Exchange Shareholders who wish to elect for the Exchange Option should contact the Investment Manager at [email protected] (copying the VEF Administrator at [email protected] and [email protected]) by no later than 5.00 p.m. on 31 December 2025 in order to participate in the Exchange Option and prior to submitting a TTE Instruction. The Investment Manager and/or the VEF Administrator may require any Qualifying Exchange Shareholder who wishes to elect for the Exchange Option to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as the Investment Manager and/or the VEF Administrator (in their absolute discretion) may require, the terms of which may amend, vary and/ or supersede the terms and conditions of the Tender Offer as set out in Part 2 of this document. In particular, but without limitation, Qualifying Exchange Shareholders wishing to participate in the Exchange Option will be required to enter into a VEF Subscription Agreement, requiring them to complete and submit a VEF Application Form for the relevant number of VEF Shares (together with supporting documentation in relation to anti-money laundering checks) to the VEF Administrator by no later than 2.00 p.m. on 23 January 2026, and to make payment for such VEF Shares by no later than 2.00 p.m. on 27 January 2026.
Qualifying In Specie Shareholders who wish to elect for the In Specie Option should contact the Investment Manager at [email protected] by no later than 5.00 p.m. on 31 December 2025 in order to participate in the In Specie Option and prior to submitting a TTE Instruction. The Investment Manager and/or the Company may require any Qualifying In Specie Shareholder who wishes to elect for the In Specie Option to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as the Investment Manager and/or the Company (in their absolute discretion) may require, the terms of which may amend, vary and/or supersede the terms and conditions of the Tender Offer as set out in Part 2 of this document. In particular, but without limitation, Qualifying In Specie Shareholders wishing to participate in the In Specie Option will be required to enter into a Share Sale Agreement with the Company which is expected to include terms substantially similar to those set out in paragraph 1 of Part 5 of this document.
Tender Forms or TTE Instructions which are received by the Receiving Agent after the Tender Closing Date or which at that time are incorrectly completed or not accompanied by all relevant documents or instructions may be rejected and, if relevant, returned to Shareholders or their appointed agent at the relevant Shareholder's risk, together with any accompanying share certificate(s) and/or other document(s) of title.
The Company reserves the right to treat as valid Tender Forms or TTE Instructions which are not entirely in order and, in the case of Tender Forms, which are not accompanied by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof.
Full details of the procedure for tendering Ordinary Shares are set out in Part 2 of this document and (for Shareholders holding Ordinary Shares in certificated form) in the Tender Form.
Shareholders holding their Ordinary Shares through investor platforms may tender their Ordinary Shares through their nominee platforms. Shareholders should satisfy themselves as to the procedure of the nominee platform relevant to them and be aware that the deadlines for tendering Ordinary Shares through platforms may be earlier than the Tender Closing Date.
The Board considers that the proposed Tender Offer is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings totalling 253,423 Ordinary Shares.
The Directors do not intend to tender any of their own Ordinary Shares. The Directors make no recommendation to Shareholders as to whether or not they should tender their Ordinary Shares in the Tender Offer or which of the available options they should elect for. Whether or not Shareholders decide to tender their Ordinary Shares will depend, among other factors, on their view of the Company's prospects and their own individual circumstances, including their own tax position. Shareholders who are in any doubt as to the action they should take should consult an appropriate independent professional adviser.
Yours faithfully
Sarah Arkle Chair
1.1 All Eligible Shareholders may tender Ordinary Shares for purchase by the Company on the terms and subject to the conditions set out in this document and, in the case of Ordinary Shares held in certificated form, the accompanying Tender Form (which, together with this document, constitutes the Tender Offer). Shareholders are not obliged to tender any Ordinary Shares.
If Shareholders do not wish to tender any of their existing Shares in the Company by participating in the Tender Offer, they should not return a Tender Form or TTE Instruction.
Shares will be apportioned to Eligible Shareholders pro rata to their Excess Applications should other Eligible Shareholders not tender the full amount of their Basic Entitlement and as a result of certain Overseas Shareholders not being permitted to participate in the Tender Offer.
There are different procedures for tendering Ordinary Shares depending on whether your Ordinary Shares are held in certificated or uncertificated form.
If you hold Ordinary Shares in certificated form and you wish to elect for the Cash Exit Option, you may only tender such Ordinary Shares by completing and returning the Tender Form in accordance with the procedure set out in paragraph 4.1 below. Additional Tender Forms are available by contacting the Receiving Agent by telephone on +44 (0370) 702 0000.
If you hold Ordinary Shares in uncertificated form (that is, in CREST) and you wish to elect for the Cash Exit Option, you may only tender such Ordinary Shares by TTE Instruction in accordance with the procedure set out in paragraph 4.2 below and, if those Ordinary Shares are held under different account IDs, you should send a separate TTE Instruction for each Member Account ID.
If you are in any doubt as to how to complete the Tender Form or as to the procedure for electing for the Cash Exit Option, please contact Computershare Investor Services PLC on +44 (0370) 702 0000. Calls outside the United Kingdom will be charged at the applicable international rate. Computershare are open between 8.30 a.m. – 5.30 p.m., Monday to Friday (excluding public bank holidays in England and Wales). Please note, Computershare can only provide information regarding the completion of forms and cannot provide you with advice on the merits of the Tender Offer or as to whether Shareholders should take up the Tender Offer or provide any personal, legal, financial or tax advice.
If you hold Ordinary Shares in certificated form or uncertificated form and you wish to elect for the Exchange Option you should follow the procedure set out in paragraph 4.3 below.
If you hold Ordinary Shares in certificated form or uncertificated form and you wish to elect for the In Specie Option you should follow the procedure set out in paragraph 4.4 below.
To elect for the Cash Exit Option in respect of your Ordinary Shares held in certificated form you must complete, sign and have witnessed the Tender Form.
The completed, signed and witnessed Tender Form should be sent by post in the accompanying reply-paid envelope (for use in the UK only) to the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH as soon as possible and, in any event, so as to be received by no later than 6.00 p.m. on 15 January 2026. The Company shall be entitled (in its sole discretion) to accept late Tender Forms. No acknowledgement of receipt of documents will be given.
The completed and signed Tender Form should be accompanied by the relevant share certificate(s) and/or other document(s) of title. If your share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent) or are lost, the Tender Form should nevertheless be completed, signed and returned as described above so as to be received by the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH by no later than 6.00 p.m. on 15 January 2026 together with any share certificate(s) and/or document(s) of title you may have available, accompanied by a letter of explanation stating that the (remaining) share certificate(s) and/or other document(s) of title will be forwarded as soon as possible thereafter and, in any event, by not later than 6.00 p.m. on 15 January 2026.
The Receiving Agent will effect such procedures as are required to transfer your shares to the Company under the Tender Offer. If you have lost your share certificate(s) and/or other document(s) of title, you should write to the Registrar at Computershare Investor Services (Cayman) Ltd, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY to request a letter of indemnity in respect of the lost share certificate(s) which, when completed in accordance with the instructions given, should be returned to the Receiving Agent so as to be received by not later than 6.00 p.m. on 15 January 2026.
By signing the Tender Form, Eligible Shareholders will be deemed to have instructed the Company to issue a contract note to the Receiving Agent on behalf of such Eligible Shareholder and to remit the cash consideration to the Receiving Agent with instructions that such consideration be remitted in accordance with the instructions set out in the Tender Form.
If the Ordinary Shares which you wish to elect for the Cash Exit Option are held in uncertificated form, you should take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Ordinary Shares which you wish to elect for the Cash Exit Option to an escrow balance, specifying Computershare Investor Services PLC (in its capacity as a CREST receiving agent under its Participant ID and Member Account ID referred to below) as the escrow agent, as soon as possible and, in any event, so that the transfer to the relevant escrow account settles by not later than 6.00 p.m. on 15 January 2026. The Company shall be entitled (in its sole discretion) to accept late transfers to escrow.
Eligible Shareholders who wish to elect for the Cash Exit Option and who hold their Ordinary Shares in uncertificated form should note that the Record Date for participation in the Tender Offer is 6.00 p.m. on 15 December 2025. If CREST participants move eligible Ordinary Shares to a different CREST participant ID and CREST Member Account ID following the Record Date, they may render those Ordinary Shares ineligible to participate in the Tender Offer.
Euroclear has confirmed that buyer protection and transformation will not be supported within the CREST systems, so any post completion obligations will need to be managed bilaterally between the CREST participants.
If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your Participant ID and the Member Account ID under which your Ordinary Shares are held. In addition, only your CREST sponsor will be able to send a TTE Instruction to Euroclear in relation to the Ordinary Shares which you wish to elect for the Cash Exit Option. You should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:
After settlement of the TTE Instruction, you will not be able to access the Ordinary Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Receiving Agent as your agent until completion, termination or lapsing of the Tender Offer. If the Tender Offer becomes unconditional in respect of the Cash Exit Option, the Receiving Agent will transfer the Ordinary Shares which are accepted for purchase to the Company.
You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above.
You should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Ordinary Shares to settle prior to 6.00 p.m. on 15 January 2026. In this regard, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company shall be entitled (in its sole discretion) to accept late TTE Instructions to settle.
An appropriate announcement will be made if any of the details contained in this paragraph 4.2 are altered.
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Qualifying Exchange Shareholders who wish to elect for the Exchange Option should contact the Investment Manager at [email protected] (copying the VEF Administrator at [email protected] and [email protected]) by no later than 5.00 p.m. on 31 December 2025 in order to participate in the Exchange Option and prior to taking any action (including, for those who hold their Ordinary Shares in uncertificated form, prior to submitting a TTE Instruction (as outlined below)).
The Investment Manager and/or the VEF Administrator may require any Qualifying Exchange Shareholder who wishes to elect for the Exchange Option to agree to such further terms and/ or conditions and/or give such additional warranties and/or representations as the Investment Manager and/or the VEF Administrator (in their absolute discretion) may require, the terms of which may amend, vary and/or supersede the terms and conditions of the Tender Offer as set out in Part 2 of this document. In particular, but without limitation, Qualifying Exchange Shareholders wishing to participate in the Exchange Option will be required to enter into a VEF Subscription Agreement, requiring them to complete and submit a VEF Application Form for the relevant number of VEF Shares (together with supporting documentation in relation to anti-money laundering checks) to the VEF Administrator by no later than 2.00 p.m. on 23 January 2026, and to make payment for such VEF Shares by no later than 2.00 p.m. on 27 January 2026.
Qualifying Exchange Shareholders wishing to elect for the Exchange Option and whose Ordinary Shares are held in uncertificated form will be required, among other things, to take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Ordinary Shares which you wish to elect for the Exchange Option to an escrow balance, specifying Computershare Investor Services PLC (in its capacity as a CREST receiving agent under its Participant ID and Member Account ID referred to below) as the escrow agent, as soon as possible and, in any event, so that the transfer to the relevant escrow account settles by not later than 6.00 p.m. on 15 January 2026. The Company shall be entitled (in its sole discretion) to accept late transfers to escrow.
Eligible Shareholders who wish to elect for the Exchange Option and who hold their Ordinary Shares in uncertificated form should note that the Record Date for participation in the Tender Offer is 6.00 p.m. on 15 December 2025. If CREST participants move eligible Ordinary Shares to a different CREST participant ID and CREST Member Account ID following the Record Date, they may render those Ordinary Shares ineligible to participate in the Tender Offer.
Euroclear has confirmed that buyer protection and transformation will not be supported within the CREST systems, so any post completion obligations will need to be managed bilaterally between the CREST participants.
If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your Participant ID and the Member Account ID under which your Ordinary Shares are held. In addition, only your CREST sponsor will be able to send a TTE Instruction to Euroclear in relation to the Ordinary Shares which you wish to elect for the Exchange Option. You should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:
the Participant ID of the escrow agent, in its capacity as a CREST receiving agent. This is 8RA18;
the relevant Member Account ID of the escrow agent. This is VEILCASH for the Exchange Option;
After settlement of the TTE Instruction, you will not be able to access the Ordinary Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Receiving Agent as your agent until completion, termination or lapsing of the Tender Offer. If the Tender Offer becomes unconditional in respect of the Exchange Option, the Receiving Agent will transfer the Ordinary Shares which are accepted for purchase to the Company.
You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above.
You should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Ordinary Shares to settle prior to 6.00 p.m. on 15 January 2026. In this regard, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company shall be entitled (in its sole discretion) to accept late TTE Instructions to settle.
Qualifying In Specie Shareholders who wish to elect for the In Specie Option should contact the Investment Manager at [email protected] by no later than 5.00 p.m. on 31 December 2025 in order to participate in the In Specie Option and prior to taking any action (including, for those who hold their Ordinary Shares in uncertificated form, prior to submitting a TTE Instruction (as outlined below)).
The Investment Manager and/or the Company may require any Qualifying In Specie Shareholder who wishes to elect for the In Specie Option to agree to such further terms and/or conditions and/ or give such additional warranties and/or representations as the Investment Manager and/or the Company (in their absolute discretion) may require, the terms of which may amend, vary and/or supersede the terms and conditions of the Tender Offer as set out in Part 2 of this document. In particular, but without limitation, Qualifying In Specie Shareholders wishing to participate in the In Specie Option will be required to enter into a Share Sale Agreement with the Company on terms substantially similar to those set out in paragraph 1 of Part 5 of this document.
Qualifying In Specie Shareholders wishing to elect for the In Specie Option and whose Ordinary Shares are held in uncertificated form will be required, among other things, to take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Ordinary Shares which you wish to elect for the In Specie Option to an escrow balance, specifying Computershare Investor Services PLC (in its capacity as a CREST receiving agent under its Participant ID and Member Account ID referred to below) as the escrow agent, as soon as possible and, in any event, so that the transfer to the relevant escrow account settles by not later than 6.00 p.m. on 15 January 2026. The Company shall be entitled (in its sole discretion) to accept late transfers to escrow.
Eligible Shareholders who wish to elect for the In Specie Option and who hold their Ordinary Shares in uncertificated form should note that the Record Date for participation in the Tender Offer is 6.00 p.m. on 15 December 2025. If CREST participants move eligible Ordinary Shares to a different CREST participant ID and CREST Member Account ID following the Record Date, they may render those Ordinary Shares ineligible to participate in the Tender Offer.
Euroclear has confirmed that buyer protection and transformation will not be supported within the CREST systems, so any post completion obligations will need to be managed bilaterally between the CREST participants.
If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your Participant ID and the Member Account ID under which your Ordinary Shares are held. In addition, only your CREST sponsor will be able to send a TTE Instruction to Euroclear in relation to the Ordinary Shares which you wish to elect for the In Specie Option. You should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:
After settlement of the TTE Instruction, you will not be able to access the Ordinary Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Receiving Agent as your agent until completion, termination or lapsing of the Tender Offer. If the Tender Offer becomes unconditional in respect of the In Specie Option, the Receiving Agent will transfer the Ordinary Shares which are accepted for purchase to the Company.
You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above.
You should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Ordinary Shares to settle prior to 6.00 p.m. on 15 January 2026. In this regard, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company shall be entitled (in its sole discretion) to accept late TTE Instructions to settle.
Notwithstanding the powers in paragraph 10.4 below, the Company reserves the right to treat as valid only: (i) (in the case of Ordinary Shares held in certificated form) Tender Forms which are accompanied by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof; or (ii) (in the case of Ordinary Shares held in uncertificated form) settled TTE Instructions, in each case to be received entirely in order by no later than 6.00 p.m. on 15 January 2026 in respect of the entire number of Ordinary Shares tendered. The Record Date for the Tender Offer is 6.00 p.m. on 15 December 2025. The Tender Closing Date is 6.00 p.m. on 15 January 2026.
The Company shall be entitled to accept Tender Forms or TTE Instructions which are received after the Tender Closing Date in its sole discretion. The decision of the Company as to which Ordinary Shares have been validly tendered shall be conclusive and binding on all Shareholders.
Notwithstanding the completion of a valid Tender Form or TTE Instruction, the Tender Offer may be suspended, terminated or lapse in accordance with the terms and conditions set out in this Part 2.
Irrespective of which option(s) a Shareholder has elected for under the Tender Offer, each Shareholder that has validly tendered Ordinary Shares under the Tender Offer will receive the Tender Price in cash, paid in sterling, for each Ordinary Share validly tendered.
Shareholders that have validly tendered Ordinary Shares under the Exchange Option and/or the In Specie Option will, following the receipt of such cash, be required to apply the relevant portion of the cash they receive towards purchasing In Specie portfolio assets from the Company and/or subscribing for VEF Shares, as explained under paragraphs 6.2 and 6.3 below.
Delivery of cash to Shareholders for the Ordinary Shares to be purchased under the Tender Offer will be made by the Receiving Agent as follows:
Where an accepted tender relates to Ordinary Shares held in certificated form, cheques for the consideration due will be dispatched by the Receiving Agent by first class post to the person or agent whose name and address is set out in Box 1 (or Box 5) of the Tender Form or, if none is set out, to the registered address of the Tendering Shareholder or, in the case of joint holders, the address of the first named. All cash payments will be made by cheque drawn on a branch of a UK clearing bank.
Where an accepted tender relates to Ordinary Shares held in uncertificated form, the consideration due will be paid by means of CREST by the Receiving Agent (on behalf of the Company) procuring the creation of an assured payment obligation in favour of the Tendering Shareholder's payment bank in accordance with the CREST assured payment arrangements.
Under no circumstances will interest be paid on the cash to be paid by the Company or the Receiving Agent.
Payments of cash consideration will be made in sterling. Entitlements to a fraction of a penny will be rounded down to the nearest whole penny.
Settlement of the cash consideration to which any Shareholder is entitled pursuant to valid tenders accepted by the Company under the Tender Offer is expected to be made on 22 January 2026.
If a Qualifying Exchange Shareholder fails to provide the required documentation and/or satisfy the required conditions, the election by such Qualifying Exchange Shareholder for the Exchange Option will instead be deemed to be an election for the Cash Exit Option.
Following the receipt of cash consideration pursuant to the Tender Offer (as set out under paragraph 6.1 above), a Qualifying Exchange Shareholder that has validly tendered Ordinary Shares under the Exchange Option will be required, pursuant to the VEF Subscription Agreement, to submit a VEF Application From and pay cash to the VEF Administrator to subscribe for VEF Shares. The amount of the subscription monies payable shall be equal to the cash consideration received by such Shareholder pursuant to their election under the Exchange Option, being an amount equal to the Tender Price multiplied by the relevant number of Exchange Exit Shares.
Qualifying Exchange Shareholders should be aware that that once the VEF Subscription Agreement has been executed, such agreement will be binding on the Shareholder, who will be required to pay the subscription monies by no later than 2.00 p.m. on 27 January 2026. If payment in full has not been received by such date, the Vietnam Equity Fund and/or the Investment Manager may cancel the allotment of VEF Shares to such Shareholder, in which case the election by such Qualifying Exchange Shareholder for the Exchange Option will instead be deemed to be an election for the Cash Exit Option. In addition, the Shareholder shall indemnify and hold harmless the Vietnam Equity Fund, the directors of DC Developing Markets Strategies, the Investment Manager, the VEF Administrator and the VEF Depositary for any loss, cost or expense suffered by them as a result of a failure by the Shareholder to pay the subscription monies by the relevant time.
If a Qualifying In Specie Shareholder fails to provide the required documentation and/or satisfy the required conditions, the election by such Qualifying In Specie Shareholder for the In Specie Option will instead be deemed to be an election for the Cash Exit Option.
Following the receipt of cash consideration pursuant to the Tender Offer (as set out under paragraph 6.1 above), a Qualifying In Specie Shareholder that has validly tendered Ordinary Shares under the In Specie Option will be required, pursuant to the Share Sale Agreement, to pay cash to the Company to purchase portfolio assets referable to the In Specie Pool. The purchase monies payable shall be equal to the cash consideration received by such Shareholder pursuant to their election under the In Specie Option, being an amount equal to the Tender Price multiplied by the relevant number of In Specie Exit Shares.
Qualifying In Specie Shareholders should be aware that that once the Share Sale Agreement has been executed, such agreement will be binding on the Shareholder, who will be required to pay the purchase monies by the deadline specified in the agreement. If payment in full has not been received by such date, the Company may exercise any of the contractual rights or remedies available to them including, without limitation, the right to seek specific performance to enforce the terms of the contract.
If only part of a holding of Ordinary Shares is sold pursuant to the Tender Offer or if, because of scaling back of Excess Applications, any tendered Ordinary Shares are not purchased pursuant to the terms of the Tender Offer:
7.1.8 if such Shareholder is an Overseas Shareholder: (i) they are not in Australia, Canada, Japan, New Zealand or South Africa or in any territory in which it is unlawful to make or accept the Tender Offer; (ii) they have fully observed any applicable legal and regulatory requirements of the territory in which such Overseas Shareholder is resident or located; and (iii) the invitation under the Tender Offer may be made to such Overseas Shareholder under the laws of the relevant jurisdiction;
7.1.9 such Shareholder has not received or sent copies or originals of this document or the Tender Form or any related documents and has not otherwise utilised in connection with the Tender Offer, directly or indirectly, the mails or any means or instrumentality (including, without limitation, facsimile transmission, internet, telex and telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of Australia, Canada, Japan, New Zealand or South Africa, that the Tender Form has not been mailed or otherwise sent in, into or from Australia, Canada, Japan, New Zealand or South Africa, and that such Shareholder is not accepting the Tender Offer from Australia, Canada, Japan, New Zealand or South Africa;
A reference in this paragraph 7.1 to a Shareholder includes a reference to the person or persons executing the Tender Form and, in the event of more than one person executing a Tender Form, the provisions of this paragraph 7.1 will apply to them jointly and to each of them.
to transfer to the Company (or to such person or persons as the Company may direct) by means of CREST all of the Relevant Shares (as defined below) in respect of which the Tender Offer is accepted or deemed to be accepted (but not exceeding the number of Ordinary Shares which have been tendered pursuant to the Tender Offer); and (ii) if the Tender Offer is terminated or does not become unconditional and lapses, or there are Ordinary Shares which have not been successfully tendered under the Tender Offer, to give instructions to Euroclear, as promptly as practicable after the termination or lapsing of the Tender Offer, to transfer the Relevant Shares to the original accounts from which those Ordinary Shares came. For the purposes of this paragraph 7.2.3, "Relevant Shares" means Ordinary Shares in uncertificated form and in respect of which a transfer or transfers to escrow has or have been effected pursuant to the procedures described in this paragraph 7.2.3;
7.2.13 such Shareholder shall not take any action which would prevent the Company or the Registrar from cancelling the Ordinary Shares to which the TTE Instruction relates.
8.9 If the Tender Offer does not become unconditional, is terminated or lapses, all documents lodged pursuant to the Tender Offer will be returned or sent promptly by post, within 14 calendar days of the Tender Offer terminating or lapsing, to the person or agent whose name and address is set out in Box 1 or Box 5 (as applicable) of the Tender Form or, if none is set out, to the Shareholder or, in the case of joint holders, the first named at their registered address. No such documents will be sent to an address in Australia, Canada, Japan, New Zealand or South Africa. In the case of Ordinary Shares held in uncertificated form, the Receiving Agent, in its capacity as the escrow agent will, within 14 Business Days of the Tender Offer terminating or lapsing, give instructions to Euroclear to transfer all Ordinary Shares held in escrow balances and in relation to which it is the escrow agent for the purposes of the Tender Offer by TFE Instruction to the original accounts from which those Ordinary Shares came. In any of these circumstances, Tender Forms will cease to have any effect.
8.10 The instructions, terms, provisions and authorities contained in or deemed to be incorporated in the Tender Form shall, in the case of Ordinary Shares held in certificated form, constitute part of the terms of the Tender Offer. The definitions set out in Part 7 of this document apply to the terms and conditions set out in this Part 2.
If the Company (acting through the Directors) shall, at any time prior to the Company effecting the purchase of the tendered Ordinary Shares pursuant to the Tender Offer (or any of them), determine that in its reasonable opinion either: (i) it has become impractical or inappropriate for the Company to fund the repurchase of Ordinary Shares pursuant to the Tender Offer without materially harming the interests of Shareholders as a whole; or (ii) as a result of any change in national or international financial, economic, political or market conditions, the cost of realisation of assets to fund the Tender Offer has become prohibitive; or (iii) the completion of the purchase of Ordinary Shares under the Tender Offer could have unexpected adverse fiscal or other consequences (whether by reason of a change in legislation or practice or otherwise) for the Company or its Shareholders if the Tender Offer were to proceed, the Company would be entitled at its complete discretion by a public announcement and subsequent written notice to Shareholders to terminate the Tender Offer, in which event the Tender Offer shall terminate immediately or as otherwise specified in such announcement.
or other document(s) of title or indemnities satisfactory to the Company has/have been received. None of the Company, the Receiving Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.
11.3 If, in connection with making the Tender Offer, notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards this document, the Tender Form or any related documents in, into or from Australia, Canada, Japan, New Zealand or South Africa or uses the mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce of, or any facility of a national securities exchange of Australia, Canada, Japan, New Zealand or South Africa in connection with such forwarding, such persons should: (i) inform the recipient of such fact; (ii) explain to the recipient that such action may invalidate any purported acceptance by the recipient; and (iii) draw the attention of the recipient to this paragraph 11.
11.4 The provisions of this paragraph 11 and any other terms of the Tender Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by the Company in its absolute discretion but only if the Company is satisfied that such waiver, variation or modification will not constitute or give rise to a breach of applicable securities or other law.
The Tender Offer is being made to US Shareholders in compliance with the applicable US tender offer rules under the US Exchange Act, including Regulation 14E thereunder and otherwise in accordance with the requirements of Cayman Islands law, the London Stock Exchange and the FCA. Accordingly, the Tender Offer may be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.
The attention of US Shareholders is drawn to the section titled "Notice for US Shareholders" on page 3 of this document.
The tendering of Ordinary Shares by Shareholders in the Tender Offer may involve the provision to the Company as data controller of personal data in respect of the relevant Shareholder, which may include information in respect of anti-money laundering and "know your customer" obligations. Provision and processing of this data is necessary for a Shareholder to enter into the contract to tender Ordinary Shares under the Tender Offer. The Company will share any such personal data with the Registrar and Receiving Agent and the Company's other professional advisers for the purposes of completing the Tender Offer. Any such personal data shall not be shared with any other person or used for any other purpose. Each Shareholder who tenders or procures the tender of Ordinary Shares represents and warrants that all personal data provided to the Company or its delegates by or on behalf of such Shareholder has been and will be provided in accordance with applicable laws and regulations, including, without limitation, those relating to privacy or the use of personal data (including the Data Protection Act (As Revised) of the Cayman Islands (the "DPA")). Each such Shareholder shall ensure that any personal data that the Shareholder provides to the Company or its delegates is accurate and up to date, and the Shareholder shall promptly notify the Company if the Shareholder becomes aware that any such data is no longer accurate or up to date.
The personal data may be transferred to, and stored at, a country outside the country of residence of a Shareholder, including countries outside of the United Kingdom, the EEA and the Cayman Islands. Where personal data is transferred to third parties outside the United Kingdom, the EEA and the Cayman Islands, each such Shareholder hereby consents to such transfer and/or processing and further represents that it is duly authorised to provide this consent on behalf of any individual whose personal data is provided by the Shareholder. The Company will ensure that those transfers take place in accordance with applicable data protection laws, including by entering into data transfer agreements with recipients. The Company will retain any such personal data for so long as is required by applicable law and regulation. Individuals whose personal data is held by the Company may be entitled to access their personal information, or to request that it is erased, that its processing is restricted, or that any inaccurate personal information is rectified. Such individuals may also have the right to object to the processing of their personal information, or in some circumstances to obtain a copy of the personal information in machine readable format. Any such request should be submitted in writing to the Company at its registered office address. Individuals also have the right to complain about the use of their personal information to any applicable supervisory authority, which in the UK is the Information Commissioner's Office (www.ico.org.uk). Oversight of the DPA is the responsibility of the Ombudsman's office of the Cayman Islands. Breach of the DPA by the Company could lead to enforcement action by the Ombudsman, including the imposition of remediation orders, monetary penalties or referral for criminal prosecution.
The terms of the Tender Offer shall have effect subject to such non-material modifications or additions as the Company may from time to time approve in writing. The times and dates referred to in this document may be amended at the discretion of the Company. Any such amendment shall be publicly announced as promptly as practicable.
Vietnam Equity (UCITS) Fund (the "Vietnam Equity Fund" or "VEF") is a sub-fund of DC Developing Markets Strategies p.l.c. ("DC Developing Markets Strategies"), an umbrella open-ended investment company incorporated in Ireland with segregated liability between sub-funds.
DC Developing Markets Strategies was incorporated on 30 May 2013 and VEF was launched on 30 September 2013. DC Developing Markets Strategies is authorised by the Central Bank of Ireland as a UCITS under the UCITS Regulations.
The assets of each sub-fund of DC Developing Markets Strategies are treated as separate from those of every other sub-fund and will be invested in accordance with the investment objective and investment policy applicable to that sub-fund.
Any investment in VEF (pursuant to the Tender Offer or otherwise) will be governed by the VEF Prospectus, the articles of association of DC Developing Markets Strategies and the UCITS Regulations. The Board takes no responsibility for the contents of the documents issued by the DC Developing Markets Strategies (which include the VEF Prospectus, the VEF KIID and the VEF PRIIP KID).
The manager of VEF is Waystone Management Company (IE) Limited and the investment manager is Dragon Capital Management (HK) Limited, the Investment Manager of the Company. Dragon Capital Vietfund Management JSC has been appointed as investment adviser to provide non-discretionary investment advice, research and other support services to the Investment Manager in respect of VEF.
VEF has an unlimited duration and offers three classes of shares: A shares (USD-denominated), B shares (EUR-denominated), and C shares (GBP-denominated). As explained in Part 1 of this document, Qualifying Exchange Shareholders will be permitted to elect to receive C shares in the Vietnam Equity Fund in respect of successfully tendered Exchange Exit Shares pursuant to the Tender Offer.
The VEF Shares are not, and will not be, admitted to listing and/or to trading by any authority or stock exchange.
The investment objective of VEF is to seek medium-to-long-term capital appreciation of its assets. There is no guarantee that this objective will be achieved, and investors should be aware that the value of VEF's shares can go down as well as up.
VEF seeks to achieve its objective by investing in a portfolio of primarily equity securities, but also in debt securities, of companies operating in Vietnam or with significant exposure to Vietnam. In respect of the companies in which VEF invests, these companies may have any market capitalisation and operate in any industry. The Investment Manager invests in securities which are, in its opinion, undervalued or fairly valued but which have good growth potential. In respect of the debt securities in which VEF invests, these may be fixed or floating rate and may have any credit rating or may be unrated. The securities comprising the portfolio are primarily traded on the Ho Chi Minh Stock Exchange, the Hanoi Stock Exchange, the Unlisted Public Company Market ("UPCoM") or on another recognised market, although only up to 10 per cent. of the net asset value of VEF may comprise securities that are traded over the counter or are unlisted.
VEF is actively managed, subject to the stated investment objectives and policies, using a disciplined stock selection approach that is based on a regular assessment of economic and structural growth drivers, value metrics and corporate governance aspects. However, the Vietnam Equity Fund will not track or benchmark against any index, notwithstanding that the Vietnam Ho Chi Minh Stock Index ("VN Index") is used to show the performance of VEF in comparison to the Vietnamese market. The Investment Manager's investment decisions will not be influenced in any way by the VN Index.
VEF may also hold cash or other short-term investments such as commercial paper or certificates of deposit. Under normal market conditions, it is not expected that VEF will be invested substantially in cash or other short-term investments. However, where the Investment Manager considers it prudent to do so (for example, when the Investment Manager is unable to identify suitable investment opportunities or in times of falling markets or market volatility), VEF may hold more cash or other short-term investments than other assets.
VEF will not invest in derivatives of any kind, other than warrants (including covered warrants), rights and convertible bonds. The use of financial derivatives instruments may create leverage. The degree of leverage is calculated using the commitment approach and, for the avoidance of doubt, leverage will not exceed 100 per cent. of VEF's net asset value. The Investment Manager employs a risk management process which enables it to monitor and measure the risks attached to financial derivative instruments, and details of this process have been provided to the Central Bank. Only financial derivative instruments listed in the Investment Manager's risk management process and cleared by the Central Bank may be utilised. In respect of any instrument which contains an embedded derivative, the derivative component of such instrument shall be of a type which VEF could otherwise invest in directly.
Warrants may be used for the purpose of enhancing returns on underlying securities and gaining exposure to markets or issuers at minimum risk to VEF. In the case of standard warrants, VEF can buy the underlying security at the warrant's exercise price if and when the price of the security exceeds the warrant's exercise price, otherwise the warrant will expire or remain unused. A covered warrant may be repurchased by its issuer, or traded on the Ho Chi Minh Stock Exchange up until its date of maturity, following which it will be settled on a cash basis (without delivery of the underlying security).
Rights may be used for the purpose of enhancing returns on underlying securities and gaining exposure to markets or issuers at minimum risk to VEF. In the case that the price of the underlying security rises above the right's exercise price, the Fund can exercise the right and buy the underlying security at the right's exercise price and resell it for a profit.
Convertible bonds may be used to seek capital appreciation, which may occur as the value of the underlying equity increases, as well as the yield received from dividend or interest payments. As a result of the conversion feature, however, the interest rate or dividend preference on a convertible bond is generally less than would be the case if the instruments were not convertible. During periods of rising interest rates, it is possible that the potential gain on a convertible bond may be less than that of common stock equivalent if the yield on the convertible bond is at a level that causes it to sell at a discount.
As a UCITS, VEF is subject to the investment restrictions and regulatory limits set out in the UCITS Regulations and the VEF Prospectus.
As a UCITS, VEF may borrow amounts by way of short-term loans not exceeding 10 per cent. of its net assets provided that such borrowing is on a temporary basis. In order to secure such borrowings, DC Developing Markets Strategies may mortgage, pledge, or charge any of its assets.
VEF is not managed to track or benchmark against any specific index. The portfolio is constructed without reference to any index constituent weights. However, the VN Index is used to show the performance of the Vietnam Equity Fund in comparison to the Vietnamese market. The Investment Manager's investment decisions will not be influenced in any way by the VN Index and investors should be aware that VEF's holdings and performance may deviate substantially from the VN Index.
The Investment Manager will not hedge the currency exposure of the VEF Shares to the US dollar. Any subscription or redemption proceeds, or dividend or conversion payment made in relation to the VEF Shares will be converted at the respective prevailing exchange rate and consequently, the value of the VEF Shares will also be exposed to the respective currency exchange fluctuations.
The directors of DC Developing Markets Strategies do not anticipate paying a dividend in respect of the VEF Shares. All income and profits earned by VEF will accrue to the benefit of the shares and will be reflected in the net asset value per share.
Under normal circumstances, the minimum initial subscription and minimum holding for VEF Shares are each £1,000,000. If a shareholder's holding falls below the minimum holding, the board of directors of DC Developing Markets Strategies may require the compulsory redemption of that shareholder's VEF Shares. However, the board of directors of DC Developing Markets Strategies p.l.c. has agreed to reduce the minimum initial subscription and minimum holding requirements for VEIL Shareholders who elect for the Exchange Option under the Tender Offer to £100,000. Accordingly, in order to be eligible, a Shareholder seeking to elect for the Exchange Option will need to subscribe for the £100,000 minimum subscription for VEF Shares. A Qualifying Exchange Shareholder will be required to represent that it will meet the minimum subscription requirement of VEF pursuant to the VEF Application Form.
The table below presents VEF's NAV total return performance alongside the VN Index for each year from 2020 to 2024, as well as over the past 10 years and for the year to date.
| NAV Total Return in US\$ Terms (%) |
YTD(1) | 2024 | 2023 | 2022 | 2021 | 2020 | 10 years(2) |
|---|---|---|---|---|---|---|---|
| VEF NAV (USD) | 17.09 | 15.73 | 13.83 | -37.49 | 54.08 | 16.08 | 179.87 |
| VN Index (USD) | 31.09 | 8.79 | 11.13 | -34.07 | 39.00 | 17.39 | 207.11 |
The Vietnam Equity Fund may accept requests for redemptions on every business day (each a "VEF Redemption Date"). The redemption price will be equal to the net asset value per VEF Share as calculated at the relevant Valuation Point (as defined in the VEF Prospectus).
Requests for partial redemption of VEF Shares will be refused, or the holding may be redeemed in its entirety, if, as a result of such partial redemption, the aggregate net asset value of the VEF Shares maintained by the shareholder would be less than the minimum holding (which, for Qualifying Exchange Shareholders that benefit from the reduction referred to in paragraph 9 above, will be the VEF Minimum Holding).
Settlement for redemptions will normally be made by telegraphic transfer or other form of bank transfer to the bank account of the relevant shareholder within four Business Days after the VEF Redemption Date, provided the administrator of the Vietnam Equity Fund has received the correct redemption documentation, including all relevant anti-money laundering documentation. No redemption fee is charged on the redemption of VEF Shares.
The directors of DC Developing Markets Strategies may, in their absolute discretion, refuse to redeem VEF Shares in excess of 10 per cent. of VEF's net asset value on any particular VEF Redemption Date, with such limit applying pro rata to all redeeming shareholders. VEF Shares not redeemed will be carried forward for redemption on the next applicable VEF Redemption Date and, if necessary, subsequent VEF Redemption Dates until the original request has been satisfied in full.
The directors of DC Developing Markets Strategies may compulsorily redeem or transfer any holding of VEF Shares if it comes to their attention that those shares are being held directly or beneficially by any person who is a VEF Restricted Person. The directors also reserve the right to the compulsory redemption of all VEF Shares held by a shareholder if the aggregate net asset value of the VEF Shares held by them falls below the minimum holding. For Qualifying Exchange Shareholders that benefit from the reduction referred to in paragraph 9 above, the minimum holding will be the VEF Minimum Holding.
A "VEF Restricted Person" is a person in respect of whom the directors of DC Developing Markets Strategies have imposed restrictions for the purpose of ensuring that no shares in VEF are held by any person or persons:
Without limiting the generality of the foregoing, VEF will not accept any subscriptions from, and VEF Shares may not be transferred to, any investor, whether or not a US Person if, immediately thereafter, the interests of Benefit Plan Investors would equal or exceed 25 per cent. of the value of any class of shares in VEF. As a result, the underlying assets of DC Developing Markets Strategies will not be deemed "plan assets" for the purpose of ERISA. This limitation will not apply if none of the investors are subject to Part 4 of Title I of ERISA or the prohibited transactions provisions of section 4975 of the Internal Revenue Code of 1986. Without limiting the ability of the directors of DC Developing Markets Strategies to compel the compulsory redemption of VEF Shares by anyone who is a VEF Restricted Person, the directors may require the compulsory redemption of VEF Shares to ensure that the interests of Benefit Plan Investors do not equal 25 per cent. or more of the value of any class of shares. The directors of DC Developing Markets Strategies reserve the right, however, to waive, in their sole and absolute discretion and with the consent of VEF's administrator and depositary, the 25 per cent. limitation and thereafter to comply with ERISA.
For the purposes of this section:
"Benefit Plan Investor" means a benefit plan investor as defined in regulations issued by the US Department of Labor, being an employee benefit plan subject to part 4 of ERISA, plans described in Section 4975 (e)(i) of the Internal Revenue Code of 1986 and entities, the underlying assets of which include plan assets;
"ERISA" means the US Employee Retirement Income Security Act of 1974, as amended; and
"US Person" means, unless otherwise determined by the directors of DC Developing Markets Strategies, (i) a citizen or resident of the US; (ii) a partnership organised or existing in or under the laws of the US; (iii) a corporation organised under the laws of the US; (iv) any estate or trust which is subject to US federal income tax on its income regardless of its source.
Shareholders in VEF have the flexibility to switch their investment into other available share classes of the fund or shares of another sub-fund of the DC Developing Markets Strategies umbrella, subject to the terms of the VEF Prospectus.
VEF will pay the Investment Manager a fee of up to 2.0 per cent. per annum of the net asset value in respect of the A shares, and up to 1.5 per cent. per annum of the net asset value in respect of the B shares and C shares, as of the relevant Valuation Date (as defined in the VEF Prospectus) plus VAT, if any. The investment management fee will accrue daily and will be payable monthly in arrears (and pro rata for lesser periods). The Investment Manager will also be entitled to reimbursement of all reasonable properly-vouched out-of-pocket expenses incurred by the Investment Manager (including VAT thereon).
The information above is taken from the VEF Prospectus. However, investors should not subscribe for any VEF Shares referred to in this document except on the basis of information provided in detail in the VEF Prospectus. Please note that the Board takes no responsibility for the contents of the VEF Prospectus, the VEF KIID or the VEF PRIIP KID.
The following comments are intended only as a general guide to certain aspects of current UK law and HMRC published practice and do not constitute tax advice. They are of a general nature and are not intended to be an exhaustive summary of all tax considerations that may be relevant. They apply only to Shareholders who are, and have at all times been, resident for tax purposes solely in the UK and who hold their Ordinary Shares beneficially as an investment. They do not address the position of certain classes of Shareholders such as dealers in securities, persons who benefit from an exemption from taxation or persons who are treated as having acquired their shares by reason of any office or employment.
The comments assume that the Company is not resident in the United Kingdom for tax purposes and does not constitute an "offshore fund" for UK tax purposes.
Shareholders should note that tax law and interpretation can change (possibly with retrospective effect) and that, in particular, the levels, basis of and reliefs from taxation may change.
All Shareholders should seek independent professional tax advice as to the tax consequences for them of the proposals contained in this document.
Under each of the Cash Exit Option, Exchange Option and In Specie Option, the entitlement of an electing Shareholder is an entitlement to receive the Tender Price in cash. In the case of the Exchange Option, the cash is applied on behalf of the electing Shareholder to acquire VEF Shares and, in the case of the In Specie Option, the cash is applied on behalf of the electing Shareholder to satisfy its obligation under the relevant Share Sale Agreement. In each case, the Shareholder should be treated for UK tax purposes as having received the Tender Price in cash in return for the sale of their relevant Ordinary Shares to the Company pursuant to the Tender Offer, and the comments below should be read accordingly.
Shareholders who elect for the Exchange Option or In Specie Option should note that they may be required to account for tax in respect of the sale of their Ordinary Shares to the Company even though they will have not retained any cash proceeds pursuant to the Tender Offer.
The Company is not required to deduct or withhold any amount in respect of UK tax from the Tender Price paid to Ordinary Shareholders pursuant to the Tender Offer.
A UK resident individual who sells Ordinary Shares to the Company pursuant to the Tender Offer will be treated as making a disposal of those shares for the purposes of UK capital gains tax. Such disposal may, depending on the Shareholder's circumstances and subject to any available exemption or relief, give rise to a chargeable gain or allowable loss.
Provided that the Tender Price received is treated for UK tax purposes as a receipt of a capital nature, rather than income, a UK resident individual who sells Ordinary Shares to the Company pursuant to the Tender Offer should not generally be subject to income tax in respect of the Tender Price received.
The question of whether the Tender Price is of a capital or an income nature for these purposes depends on both the nature of the payment as a matter of Cayman Islands company law and on the application of UK tax principles derived from case law. Although the position cannot be guaranteed, it is considered that, as the Tender Offer takes effect by means of a Cayman Islands company law process for effecting a reduction in the share capital of the Company and cancelling the relevant Ordinary Shares, the Tender Price paid by the Company should be treated for UK tax purposes as capital in nature. If that were not the case and the Tender Price were to be treated as income, a UK resident individual Shareholder may, to that extent, be subject to income tax on the Tender Price (but the amount subject to income tax should then generally be excluded from the calculation of any chargeable gain arising on the disposal of the relevant Ordinary Shares).
A Shareholder within the charge to UK corporation tax that sells Ordinary Shares to the Company pursuant to the Tender Offer will be treated as making a disposal of those shares for the purposes of UK corporation tax on chargeable gains. Such disposal may, depending on the Shareholder's circumstances and subject to any available exemption or relief, give rise to a chargeable gain or allowable loss.
Such Shareholders may also be treated for corporation tax purposes as receiving a distribution to the extent that the Tender Price received exceeds the amount that is treated for tax purposes as representing the capital paid up on the relevant Ordinary Shares (which is generally ascertained by reference to the amount originally subscribed, to the extent there has not been a previous return of share capital). Shareholders within the charge to UK corporation tax will be subject to corporation tax on any distribution from the Company in connection with the Tender Offer unless the distribution qualifies for exemption under Part 9A of the Corporation Tax Act 2009. Whether exemption applies depends in part on whether the Shareholder in question is treated as a "small company" for the purposes of the exemption.
Shareholders that are "small companies" for the purposes of Part 9A of the Corporation Tax Act 2009 will not qualify for exemption and accordingly may be subject to corporation tax on any such distribution. However, to the extent that the distribution element is charged to corporation tax, it should generally be excluded from the calculation of any chargeable gain arising on the disposal of the relevant Ordinary Shares.
For Shareholders that are not "small companies" for the purposes of Part 9A of the Corporation Tax Act 2009, any such distribution should generally qualify for exemption, although it should be noted that the exemption is not comprehensive, requires a number of conditions to be met, and is subject to antiavoidance rules. To the extent that any distribution element does qualify for exemption from corporation tax it will not then be excluded from the calculation of any chargeable gain arising on the disposal of the relevant Ordinary Shares.
Shareholders electing for the In Specie Option will be responsible for payment of any stamp, transfer or registration taxes in respect of the transfer to them of securities pursuant to the Share Sale Agreement they enter into.
Under anti-avoidance rules contained in UK tax legislation and principles derived from case law, HMRC may in certain circumstances seek to counteract tax advantages arising from certain transactions in securities by treating some or all of the proceeds as distributions of income, rather than as proceeds of a capital nature. No clearance has been sought by the Company from HMRC in that regard.
Qualifying In Specie Shareholders wishing to participate in the In Specie Option will be required to enter into a share sale agreement with the Company, pursuant to which each such Shareholder will agree, in respect of all of In Specie Exit Shares validly tendered by it, to procure the purchase of the relevant proportion of the Company's portfolio of assets within the In Specie Pool by the specified deadline.
The consideration for the purchase of the relevant proportion of the Company's portfolio of assets within the In Specie Pool shall be the Tender Price multiplied by the number of In Specie Exit Shares validly tendered by the relevant Qualifying In Specie Shareholder. Under each Share Sale Agreement, the relevant Qualifying In Specie Shareholder will be responsible for any brokerage costs (whether UK or non-UK) relating to assets transferred to them, to the extent such costs are payable by the transferee.
Each Share Sale Agreement will contain customary warranties given by the Company to the Qualifying In Specie Shareholder and customary warranties given by the Qualifying In Specie Shareholder to the Company.
Each Share Sale Agreement will be governed by and construed in accordance with English law.
Qualifying Exchange Shareholders wishing to participate in the Exchange Option will be required to enter into a subscription agreement with the Company, pursuant to which each such Shareholder will agree, conditional on receiving the cash attributable to the Exchange Exit Shares validly tendered by it, to (a) submit a duly completed and validly executed VEF Application Form to apply for their allocation of VEF Shares under the Exchange Option, and (b) make payment for such VEF Shares, in each case by the specified deadline.
Each VEF Subscription Agreement will contain customary warranties given by the relevant Qualifying Exchange Shareholder to the Company.
Each VEF Subscription Agreement will be governed by and construed in accordance with English law.
The Directors consider that the following risk factors should be considered by Shareholders prior to deciding how to cast their votes at the General Meeting and whether or not to participate in the Tender Offer. Shareholders in any doubt about the action they should take should consult a suitably qualified independent financial adviser authorised under the FSMA if in the United Kingdom, or from another appropriately authorised independent financial adviser if in a territory outside of the United Kingdom, without delay.
Investment in the Ordinary Shares involves a degree of risk. The risks described below are all of the material risks applicable to the Company of which the Directors are aware as at the date of this document. Additional risks that are not currently known to the Directors, or that the Directors currently deem immaterial, may also have an adverse effect on the Company.
The Company's business, financial condition, performance and prospects could be materially adversely affected by the occurrence of any of the risks described below. In such circumstances, the market price of the Ordinary Shares could decline and investors could lose all or part of their investment. In particular, Shareholders should note that the past performance of the Company should not be used as a guide to its future performance.
Implementation of the Tender Offer is conditional, inter alia, upon the Resolution being passed at the General Meeting. In the event that the Resolution is not passed, the Tender Offer will not proceed. However, the Company will still be required to bear any costs it has incurred in connection with the Tender Offer.
The repurchase by the Company of Ordinary Shares pursuant to the Tender Offer will result in the issued share capital of the Company being reduced and the Company may therefore be smaller. Consequently, the fixed costs of the Company would be spread over fewer Ordinary Shares and the Company's total expense ratio may increase. Accordingly, Shareholders who do not tender all of their Ordinary Shares under the Tender Offer may experience reduced returns following implementation of the Tender Offer by reason of the increased total expense ratio. In addition, the Ordinary Shares may become less liquid due to the decreased size of the Company following implementation of the Tender Offer.
A Shareholder who does not tender their Ordinary Shares under the Tender Offer may, following completion of the Tender Offer, own a higher percentage of the issued share capital of the Company than prior to the implementation of the Tender Offer. As a result, a Shareholder wishing to realise their investment in the Company following implementation of the Tender Offer may experience greater difficulty in disposing of their shareholding in the Company than they would have experienced had they sought to dispose of their shareholding on market prior to the implementation of the Tender Offer.
Tender Forms and TTE Instructions, once submitted, are irrevocable. Shareholders should note that all Ordinary Shares tendered will be held in escrow by the Registrar and may not be switched, sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer. The price of the Ordinary Shares and the Company's Net Asset Value may rise or fall following submission of a Tender Form and/or TTE Instruction. If the Tender Offer lapses or is terminated in accordance with the terms and conditions set out in this document, all tendered Ordinary Shares will be returned to the relevant Shareholders.
Shareholders tendering Ordinary Shares for sale under the Tender Offer will receive the Tender Price for each Ordinary Share validly tendered, which may be less than the price at which they bought their Ordinary Shares or the price or value at which they might ultimately realise their Ordinary Shares should they continue to hold them.
In addition to utilising existing cash in the portfolio, the Investment Manager intends to realise assets in the Company's portfolio to ensure there is sufficient cash available to fund the Cash Exit Pool. The realisation of the market value of an asset depends to a great extent on economic and other conditions beyond the control of the Company or the Investment Manager and, therefore, the price obtained for such sales may be lower than the current or historic market value of the investments in question.
There can be no guarantee that the investment objective of the Company will be achieved or that any appreciation of the Company's assets will occur.
The Company's past investment performance is not a reliable indicator of its future investment performance.
Changes in economic conditions (including, for example, changes in exchange rates, interest rates, rates of inflation, industry conditions and competition), political, diplomatic, social and demographic events and trends, tax laws and other factors could substantially and adversely affect the value of the Company's portfolio and, as a consequence, the Company's investment performance, share price and prospects.
The Company invests in securities which are not denominated or quoted in sterling. The movement of exchange rates between sterling and any other currencies in which the Company's investments are denominated, principally US dollars and Vietnamese dong, may affect the sterling value of those investments.
Any change in the Company's tax status, or in taxation legislation or in the interpretation or application of taxation legislation, could affect the value of investments held by the Company, the Company's ability to achieve its investment objective, the ability of the Company to provide returns to Shareholders and/ or alter the post-tax returns of Shareholders. Shareholders should refer to the information contained in Part 4 of this document in relation to any UK tax consequences relating to the Tender Offer.
Qualifying Exchange Shareholders that validly elect for the Exchange Option will receive C shares in VEF.
An investment in VEF will involve exposure to those risks normally associated with investment in stocks and shares. As such, the price of the VEF Shares can go down as well as up and an investor may not get back the full amount invested. There is no assurance that the investment objective of VEF will actually be achieved or provide the returns sought by VEF.
Shareholders are strongly urged to read the paragraphs containing the risk factors in the of VEF Prospectus, the VEF KIID and the VEF PRIIP KID, which are available to download at https://www.dragoncapital.com/vef/. Please note that the Board takes no responsibility for the contents of the VEF Prospectus, the VEF KIID or the VEF PRIIP KID or any summary thereof in this document, including within this section.
The investments of VEF are subject to normal market fluctuations and other risks inherent in investing in securities. There can be no assurance that any appreciation in the value of investments will occur. The value of investments and the income derived from them may fall as well as rise and investors may not recoup the original amount they invest in VEF. There is no certainty that the investment objective of VEF will actually be achieved, and no warranty or representation is given to this effect. The level of any yield for VEF may be subject to fluctuations and is not guaranteed. In addition, the entire market of a particular asset class or geographical sector may fall, having a more pronounced effect on funds heavily invested in that asset class or region.
VEF is an open-ended vehicle. Accordingly, holders of shares in VEF will have the right to request redemption of their VEF Shares. While the Investment Manager manages its investments, including cash, such that it can meet its liabilities as they fall due, investments held may need to be sold if insufficient cash is available to finance any shareholder redemptions. If the size of the disposals is sufficiently large, or the market is illiquid, then there is a risk that the price at which investments are sold may be lower than under normal market conditions which would adversely affect its net asset value.
VEF seeks to achieve its investment objective by investing primarily in equity securities, and to a lesser extent debt securities, of companies operating in Vietnam or with significant exposure to Vietnam. As a result, investors should be aware that VEF is subject to the political, legal, regulatory, economic and market risks associated with Vietnam, which may be greater than those typically experienced in more developed markets. In particular:
Vietnamese stock exchanges, including Ho Chi Minh Stock Exchange, Hanoi Stock Exchange and the Unlisted Public Company Market, are less liquid and more volatile than developed markets. Foreign ownership limits in listed companies, daily price movement bands and potential trading suspensions may restrict VEF's ability to buy or sell securities. In stressed market conditions, VEF may be unable to exit positions or may only do so at unfavourable prices, which could adversely affect the value of VEF Shares.
Vietnam's bankruptcy and collateral enforcement regimes are difficult to implement in practice. Procedures can be lengthy, complex and often result in low recovery rates. If an investee company becomes insolvent, VEF may experience delays and may recover only a small proportion of its investment.
The foregoing risk factors are not exhaustive and do not purport to be a complete explanation of all risks and significant considerations relating to the Tender Offer, the Company and VEF. Accordingly, additional risks and uncertainties not presently known to the Board may also have an adverse effect on the Tender Offer, VEF and/or the Company's business, financial condition or results or prospects.
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The following definitions apply throughout this document unless the context otherwise requires:
Adjusted Net Asset Value the Net Asset Value, adding back any Tender Offer Costs
that have been reflected in the Net Asset Value as at that
date
Adjusted Net Asset Value per Share the Adjusted Net Asset Value divided by the number of
Ordinary Shares then in issue (excluding any Ordinary
Shares held in treasury)
AIC Code the AIC Code of Corporate Governance, as amended from
time to time
Available Shares the total number of Ordinary Shares available to be
acquired under the Tender Offer and representing 10 per cent. of the Ordinary Shares in issue (excluding Ordinary Shares held in treasury), rounded down to the nearest whole number of Ordinary Shares, as at the Record Date
Basic Entitlement has the meaning given to such term in paragraph 3.1 of
Part 1 of this document
Board or Directors the directors of the Company or any duly constituted
committee thereof
Business Day any day other than a Saturday, Sunday or public holiday in
England and Wales
Calculation Date close of business on 16 January 2026, being the date
at which the Company's assets will be valued for the purposes of calculating the Tender Price and apportioning
assets in accordance with the Tender Offer
Cash Exit Option the option for Eligible Shareholders to elect to receive cash
in respect of some or all of their Ordinary Shares tendered
under the Tender Offer
Cash Exit Pool the pool of cash to be created in accordance with the
terms of the Tender Offer and relating to the Tendering Shareholders (other than Qualifying Exchange Shareholders that have elected for the Exchange Option and Qualifying In Specie Shareholders that have elected
for the In Specie Option)
Cash Exit Share an Ordinary Share which has been successfully tendered
for purchase by the Company pursuant to the Cash Exit
Option
Central Bank the Central Bank of Ireland or any successor regulator
thereto
certificated or in certificated form not in uncertificated form
Company or VEIL Vietnam Enterprise Investments Limited
Computershare Computershare Investor Services PLC
Court The High Court of Justice in England and Wales
CREST the facilities and procedures for the time being of the relevant system of which Euroclear has been approved as
operator pursuant to the CREST Regulations
CREST Manual the compendium of documents entitled CREST Manual
issued by Euroclear from time to time
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001
No. 3755)
CREST sponsor a CREST participant admitted to CREST as a CREST sponsor, being a sponsoring system participant (as defined in the CREST Regulations)
DC Developing Markets Strategies DC Developing Markets Strategies p.l.c., an umbrella fund with segregated liability between sub-funds authorised by the Central Bank of Ireland as an undertaking for collective investment in transferable securities pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2016
Depositary Interests dematerialised securities issued by Computershare Investor Services PLC pursuant to the Depositary Interest Facility that represent Ordinary Shares on a one-for-one basis
Depositary Interest Facility the facility offered by Computershare Investor Services PLC for the holding of depositary interests representing Ordinary Shares, which has been set up to permit the Ordinary Shares to be settled in CREST
Disclosure Guidance and Transparency Rules
the disclosure guidance published by the FCA and transparency rules made by the FCA under Section 73A of FSMA
EEA European Economic Area
Eligible Shareholder a Shareholder who is eligible to participate in the Tender Offer (which excludes Sanctions Restricted Persons and certain Overseas Shareholders as detailed in Part 2 of this document)
Euroclear Euroclear UK & International Limited, the operator of CREST
Excess Application has the meaning given to such term in paragraph 3.1 of Part 1 of this document
Exchange Exit Share an Ordinary Share which has been successfully tendered for purchase by the Company pursuant to the Exchange Option and such further terms and/or conditions as the Company (in its absolute discretion) may require
Exchange Option the option for Qualifying Exchange Shareholders to elect to receive VEF Shares in respect of some or all of their Ordinary Shares tendered under the Tender Offer
Exchange Pool the pool of the Company's portfolio of assets to be established under the Tender Offer in respect of Qualifying Exchange Shareholders making valid elections for the Exchange Option
Exchange Settlement Date the date on which VEF Shares will be issued by VEF
to Tendering Shareholders electing for the Exchange Option, which is currently expected to be on or around
27 January 2026
Exit Shares the Cash Exit Shares, Exchange Exit Shares and the In
Specie Exit Shares
FCA the Financial Conduct Authority of the United Kingdom
Form of Instruction the personalised form of instruction for use by holders of
Depositary Interests in relation to the General Meeting
Form of Proxy the personalised form of proxy for use by Shareholders in
relation to the General Meeting, which accompanies this
document
FSMA the Financial Services and Markets Act 2000, as amended
General Meeting the general meeting of the Company convened for
9.30 a.m. on 8 January 2026 (or any adjournment thereof), notice of which is set out at the end of this document
HMRC HM Revenue & Customs
In Specie Exit Share an Ordinary Share which has been successfully tendered
for purchase by the Company pursuant to the In Specie Option and such further terms and/or conditions as the
Company (in its absolute discretion) may require
In Specie Option the option for Qualifying In Specie Shareholders to elect
to receive an In Specie transfer of assets of the Company in respect of some or all of their Ordinary Shares tendered
under the Tender Offer
In Specie Pool the pool of the Company's portfolio of assets to be
established under the Tender Offer in respect of Qualifying In Specie Shareholders making valid elections for the In
Specie Option
In Specie Settlement Date the date on which the portfolio assets in the In Specie Pool
will be transferred to Tendering Shareholders electing for the In Specie Option, which is currently expected to be on
or shortly after 23 January 2026
Jefferies Jefferies International Limited, the Company's corporate
broker
Investment Manager Dragon Capital Management (HK) Limited
Latest Practicable Date 12 December 2025, being the latest practicable date prior
to the publication of this document to ascertain certain
information contained herein
London Stock Exchange London Stock Exchange PLC
Member Account ID the identification code or number attached to any member
account in CREST
Net Asset Value or NAV the value of the assets of the Company less its liabilities
determined in accordance with the accounting policies and principles adopted by the Board from time to time
Ordinary Shares ordinary shares of nominal value US\$0.01 each in the capital of the Company, including, where appropriate, the interests in such ordinary shares represented by Depositary Interests
Overseas Shareholder a Shareholder who is a citizen or national of, or resident in, a jurisdiction outside the United Kingdom or the United States or a custodian, nominee or trustee for a citizen, national or resident of a jurisdiction outside the United Kingdom or the United States
Participant ID the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant
PRIIPs Regulation Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products
Qualifying Exchange Shareholders Eligible Shareholders that: (i) are not VEF Restricted Persons; (ii) are resident or domiciled in a VEF Distribution Jurisdiction; (iii) agree to subscribe for the VEF Minimum Holding; and (iv) agree to enter into, and provide, the relevant documentation required to subscribe for VEF Shares, including, without limit, a VEF Subscription Agreement and a VEF Application Form
Qualifying In Specie Shareholders Eligible Shareholders that: (i) would be categorised as "professional clients" or "eligible counterparties" pursuant to Chapter 3 of the FCA's Conduct of Business Sourcebook; (ii) can demonstrate to the Company's satisfaction that they are capable of taking custody of a pro rata share of the Company's portfolio; and (iii) agree to enter into the relevant documentation required to effect the lawful transfer of a pro rata share of the Company's portfolio, including, without limit, a Share Sale Agreement
Receiving Agent Computershare Investor Services PLC
Record Date 6.00 p.m. on 15 December 2025, being the deadline for shareholdings to be recorded on the Register in order to be eligible to participate in the Tender Offer
Register the register of members of the Company, including, where appropriate the register of holders of Depositary Interests
Registrar Computershare Investor Services (Cayman) Ltd
Regulatory Information Service or RIS a service approved by the London Stock Exchange for the distribution to the public of announcements
Resolution the special resolution to be proposed at the General Meeting and contained in the notice of the General Meeting at the end of this document
Sanctions Authority each of:
(c) the United Kingdom;
(d) the European Union (or any of its member states);
the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and His Majesty's Treasury
that is otherwise the subject of or in violation of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (a) the current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: https://ofac.treasury.gov/other-ofac-sanctions-lists) (the "SSI List"), (b) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014 (the "EU Annexes"), or (c) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes
SEC The United States Securities and Exchange Commission
Share Sale Agreement the form of agreement to be entered into between the Company and each Qualifying In Specie Shareholder, relating to the acquisition by such Shareholder of their relevant proportion of the Company's portfolio of assets within the In Specie Pool, a summary of which is set out in paragraph 1 of Part 5 of this document
Shareholders holders of Ordinary Shares
Subsequent Tender Offers has the meaning given to it in paragraph 1 of Part 1 of this document
Tender Closing Date 6.00 p.m. on 15 January 2026, being the final date on which Tender Forms and TTE Instructions may be received and the date on which the Tender Offer closes to Shareholders
Tender Form the personalised tender form accompanying this document for use by Eligible Shareholders holding their Ordinary Shares in certificated form
Tender Offer the invitation by the Company to Eligible Shareholders to tender Ordinary Shares for purchase on the terms and subject to the conditions set out in this document and (i), in the case of Ordinary Shares held in certificated form, the Tender Form (ii) in the case of the Exchange Option and In Specie Option, such further terms and/or conditions as the Company (in its absolute discretion) may require
Tender Offer Conditions has the meaning given to it in paragraph 2.1 of Part 2 of this document
Tender Offer Costs all costs and expenses incurred by the Company or for which the Company is responsible in connection with the preparation and implementation of the Tender Offer, including all legal, tax and other advisory costs, and including the costs of drawing on the Company's credit facility and/or realising assets in order to fund cash payments under the Tender Offer, and any transfer or registration taxes and fees which the Company, as transferor, is required to pay in connection with the transfer of portfolio assets to Qualifying In Specie Shareholders under the In Specie Option or to the Vietnam Equity Fund under the Exchange Option
Tender Price the price at which Ordinary Shares will be purchased pursuant to the Tender Offer as determined in accordance with the terms and conditions of the Tender Offer and as set out in Part 2 of this document
Tendering Shareholder a Shareholder who has successfully tendered Ordinary Shares for purchase pursuant to the Tender Offer
TFE Instruction a transfer from escrow instruction (as defined by the CREST Manual issued by Euroclear)
TTE Instruction a transfer to escrow instruction (as defined by the CREST Manual issued by Euroclear)
uncertificated or in uncertificated form recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
US Exchange Act the U.S. Securities Exchange Act of 1934, as amended
UCITS an undertaking for collective investment in transferable securities within the meaning of the UCITS Regulations
UCITS Regulations the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011, as may be modified, amended, supplemented, consolidated or re-enacted from time to time
US Shareholder a Shareholder that is in the United States
VEF Administrator SEI Investments – Global Fund Services Limited or any
successor or replacement administrator appointed to DC Developing Markets Strategies in accordance with the
requirements of the Central Bank
VEF Application Form the application form required by the VEF Administrator in
connection with a subscription for VEF Shares pursuant to
the Exchange Option
VEF Depositary SEI Investments – Depositary and Custodial Services
(Ireland) Limited or any successor or replacement depositary appointed to DC Developing Markets Strategies in accordance with the requirements of the Central Bank
of Ireland
VEF Distribution Jurisdiction Belgium, France, Germany, Greece, Finland, Italy,
Luxembourg, Norway, Spain, Sweden, Switzerland, the UK and (for accredited investors only in such jurisdiction)
Singapore
VEF Prospectus the prospectus of DC Developing Markets Strategies
dated 4 April 2024, together with the supplement to the prospectus relating to the Vietnam Equity Fund dated
10 December 2024
VEF KIID the key investor information document relating to the
VEF Shares, prepared in accordance with the requirements
of the UCITS Regulations
VEF Minimum Holding VEF Shares of an aggregate value equal to £100,000,
being the minimum investment and holding amount of
VEF Shares required by VEF
VEF PRIIP KID the key information document relating to the VEF Shares,
prepared in accordance with the requirements of the
PRIIPs Regulation
VEF Redemption Date has the meaning given in paragraph 11 of Part 3 of this
document
VEF Restricted Person has the meaning given in paragraph 13 of Part 3 of this
document
VEF Share a C share in the Vietnam Equity Fund, being a participating
share of no par value denominated in sterling
VEF Share Subscription Price the issue price applicable to a VEF Share, as described in
the VEF Prospectus
VEF Subscription Agreement the form of agreement to be entered into between the
Company and each Qualifying Exchange Shareholder, relating to the subscription by such Shareholder for their allocation of VEF Shares under the Exchange Option, a summary of which is set out in paragraph 2 of Part 5 of this
document
Vietnam Equity Fund or VEF Vietnam Equity (UCITS) Fund, a sub-fund of DC
Developing Markets Strategies p.l.c.
VN Index the Vietnam Ho Chi Minh Stock Index
(an exempted company incorporated with limited liability in the Cayman Islands with registered number MC-59397)
NOTICE IS HEREBY GIVEN that a general meeting of Vietnam Enterprise Investments Limited (the "Company") will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH at 9.30 a.m. on 8 January 2026 for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as a special resolution:
THAT, in addition to any subsisting or other authority conferred on the Company, the Company be and is hereby generally and unconditionally authorised to make market purchases of its ordinary shares of US\$0.01 par value each in the capital of the Company (the "Ordinary Shares") pursuant to the tender offer to be made on the terms and subject to the conditions set out in the circular of the Company dated 15 December 2025 of which this notice forms part (the "Circular"), PROVIDED THAT:
By order of the Board: Registered Office:
15 December 2025 c/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands
Only those shareholders registered in the Company's register of members at:
shall be entitled to vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend, speak and vote at the meeting.
A member entitled to attend and vote at the meeting convened by the above Notice is entitled to appoint one or more proxies to exercise all or any of the rights of the member to attend and speak and vote in their place at the General Meeting. A proxy need not be a member of the Company.
To be valid, completed Forms of Proxy must be received by the Company's registrar, Computershare Investor Services (Cayman) Ltd, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible but in any event not later than 9.30 a.m. (UK time) on 7 January 2026. Scanned copies of the form can be sent by email to [email protected].
If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the section "Nominated persons" below.
You may appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy, you may photocopy the form of proxy enclosed with this Notice of General Meeting or alternatively, please contact the Company's Registrar, Computershare Investor Services (Cayman) Ltd, on + 44 (0370) 702 0000 with a view to obtaining a duplicate form. You will need to state clearly on each proxy form the number of shares in relation to which the proxy is appointed. Failure to specify the number of shares to which each proxy appointment relates or specifying a number in excess of those held by the shareholder will result in the proxy appointment being invalid. If you wish your proxy to speak on your behalf at the meeting, you will need to appoint your own choice of proxy (not the Chair) and give your instructions directly to them. All forms must be signed and should be returned together in the same envelope.
If you have not received a proxy form and believe that you should have one, or if you require additional proxy forms, please contact Computershare Investor Services (Cayman) Ltd, on +44 (0370) 702 0000.
In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the firstnamed being the most senior).
Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
Holders of Depositary Interests will be sent a Form of Instruction separately by Computershare Investor Services PLC. Holders of Depositary Interests are requested to return the Form of Instruction in accordance with the instructions printed thereon. To be valid, completed Forms of instruction must be received by Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, as soon as possible but in any event not later than 9.30 a.m. (UK time) on 6 January 2026. Scanned copies of the Form of Instruction can be emailed to [email protected].
Holders of Depositary Interest who are CREST members and who wish to issue an instruction through the CREST electronic voting appointment service may do so by using the procedures described in the CREST manual (available from www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting services provider(s), who will be able to take the appropriate action on their behalf.
In order for instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Voting Instruction) must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST).
The message given to the Computershare Investor Services PLC must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) no later than 9.30 a.m. (UK time) on 6 January 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the issuer's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at their discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter which is put before the meeting.
As at 12 December 2025 (being the latest practicable date prior to the publication of this Notice), the Company's issued share capital comprised 182,082,795 ordinary shares, carrying one vote each, of which 21,001,367 ordinary shares were held in treasury. Therefore, the total voting rights in the Company as at 12 December 2025 were 161,081,428.
Voting on the resolution will be conducted by way of a poll. As soon as practicable following the meeting, the results of the voting will be announced via a regulatory information service and also published on the Company's website.
Except as provided above, shareholders who have general queries about the meeting should telephone Computershare on +44 (0370) 702 0000. Calls are charged at the standard geographic rate and will vary by phone provider. Calls outside the United Kingdom will be charged at the applicable international rate. Computershare are open between 08:30 – 17:30, Monday to Friday excluding public holidays in England and Wales. No other methods of communication will be accepted.
You may not use any electronic address provided in this Notice, or in any related documents for communicating with the Company for the purposes other than those expressly stated.
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