Investment Companies For FCA purposes this is a Marketing Communication Vietnam Closed-End Funds 12 January 2015 Research Charles Cade +44 (0)20 7260 1327 [email protected] Ewan Lovett-Turner +44 (0)20 7260 1254 [email protected] Sam Murphy +44 (0)20 7260 1232 [email protected] Colette Ord +44 (0)20 7260 1290 [email protected] Improving Outlook and Attractive Valuations Vietnam’s potential is widely recognised, but investors have suffered from a series of false dawns over the past decade as credit-fuelled economic expansion has resulted in inflation. A period of austerity since 2011 has brought stability to both prices and the currency, but tight credit conditions have hit domestic demand, resulting in real GDP growth slowing to just over 5% pa from 2012-2014, from 7-8% pa from 2000-2008. However, there are now signs of increasing confidence, with economic growth forecast to increase to 6.2% in 2015. ● Sales Katherine Miller +44 (0)20 7260 1380 [email protected] Tod Davis +44 (0)20 7260 1381 [email protected] Chris G00k +44 (0)20 7260 1378 [email protected] ● David Luck +44 (0)20 7260 1301 [email protected] James Glass +44 (0)20 7260 1369 [email protected] Website www.numis.com/funds ● This research was prepared and approved by Numis Securities Limited The London Stock Exchange Building 10 Paternoster Square London EC4M 7LT +44 (0)20 7260 1000 [email protected] www.numis.com Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange ● The improving outlook in Vietnam has been reflected in the performance of its stock market, and the Vietnam Index doubled (US$ total return) from 2012 to mid-2014, largely driven by a rerating. However, there has been a setback in recent months, with the Index falling 10% since early September, with oil related stocks hit particularly hard. This has resulted in a historic P/E ratio of 13.8x which we believe offers decent value in the context of expected earnings growth of over 10% in 2015. In our view, the best way to access Vietnam is through closed-end funds (CEFs). There are currently nine CEFs in our universe with combined net assets of $2.8bn. All of these were launched prior to 2008 and benefit from experienced, locally based managers. NAV performance has generally been good, but the sector has continued to suffer from wide discounts. In our view this presents an opportunity to enhance returns. There have been significant improvements in corporate governance and portfolio transparency in recent years. In addition, most funds have introduced regular share buyback programmes, and corporate action is picking up, with both PXP Vietnam and Vietnam Infrastructure due to open-end shortly. On the downside, management fees are still high and trading liquidity is patchy for many of the funds, particularly for those traded solely on an OTC basis. Our core recommendation is VinaCapital Vietnam Opportunity (VOF) which provides broad exposure to the domestic economy via a multi-asset approach. VOF’s exposure to real estate development (c.20% of assets) has been a drag on performance and sentiment in recent years, but the outlook for this asset class is improving. In future, the emphasis will be on listed equities and private equity, as well as exploiting the mispricing of SOE privatisations. It is the largest, most liquid fund in the peer group, with a market cap of $563m, and is trading on an attractive discount of 25%. The Board is now fully independent, and has implemented an active buy-back programme. In addition, it is considering moving VOF’s listing from AIM to the main market of the London SE in order to raise the fund's profile. In this report we also review the prospects for other Vietnam focused CEFs. These include VEIL ($431m market cap, 20% discount), managed by Dragon Capital, which offers purer exposure to the listed equity market, and VinaLand ($255m, 36%), the real estate fund which is currently focused on realising assets and returning capital to shareholders. For FCA purposes this marketing communication has not been prepared in accordance with legal requirements designed to promote the independence of investment research and is not subject to any prohibition on dealing ahead of the dissemination of such research. Important disclosures are on pages 89 to 90 relating to Numis Securities Limited, analyst certification, other requirements which restrict dealing ahead, relevant investment banking relationships, potential conflicts of interest and additional disclosures. See www.numis.com/x/regulatory.html for other disclosures. 12 January 2015 Contents Vietnam Closed-End Funds _____________________________________________ 3 ● Universe _______________________________________________________ 3 ● Performance ___________________________________________________ 6 ● Discount History _________________________________________________ 9 ● Management Fees ______________________________________________ 11 ● Corporate Action _______________________________________________ 13 Opportunities among Vietnam CEFs ______________________________________ 14 ● Pros & Cons of CEFs ____________________________________________ 14 ● Outlook for Investor Demand ______________________________________ 15 ● Recommendations ______________________________________________ 17 Other Ways to Invest in Vietnam _________________________________________ 22 ● Direct Investment _______________________________________________ 22 ● Open-Ended Funds _____________________________________________ 22 ● Why Not Just Use ETFs? _________________________________________ 23 Economic Background ________________________________________________ 26 ● Why Vietnam? _________________________________________________ 26 ● GDP Growth – Picking up Again ___________________________________ 27 ● Key Challenges for the Economy ___________________________________ 30 Vietnam Stock Market _________________________________________________ 33 ● Size of Vietnam’s Equity Market ___________________________________ 33 ● Performance of Vietnam’s Equity Market _____________________________ 35 ● Valuation _____________________________________________________ 37 ● Stock Market Developments ______________________________________ 39 VinaCapital Funds ____________________________________________________ 41 ● VinaCapital Vietnam Opportunity ___________________________________ 41 ● VinaLand _____________________________________________________ 51 ● Vietnam Infrastructure ___________________________________________ 63 Dragon Capital Funds _________________________________________________ 68 ● Vietnam Enterprise Investments (VEIL) ______________________________ 68 ● Vietnam Growth Fund (VGF) ______________________________________ 73 ● A Comparison of VEIL and VGF ___________________________________ 75 ● Vietnam Property Fund __________________________________________ 77 Other Closed End Funds _______________________________________________ 78 ● DWS Vietnam _________________________________________________ 78 ● PXP Vietnam __________________________________________________ 82 ● Vietnam Holding ________________________________________________ 85 22 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Vietnam Closed-End Funds Universe Most funds were launched in 2006/2007 Numerous closed-end funds (CEFs) were launched in 2006/07 as Vietnam’s equity and property markets surged. At their peak, these funds were trading on huge premiums and the sector had a market capitalisation of close to $6bn. However, the euphoria proved short-lived, and discounts widened sharply in 2008 as Vietnam fell out of favour. Figure 1: Market Cap of Vietnam Closed-End Funds Market Cap US$m 6,000 5,000 4,000 3,000 2,000 1,000 0 2014 2013 2012 Property 2011 2010 Multi-asset 2009 2008 2007 2006 2005 Equity Infrastructure/Resources Source: Numis Securities Research CEF universe now has a market cap of $2.1bn Several funds have been forced to wind-up or open-end, while others have implemented regular buy-back programmes to return capital to investors in an effort to limit the discount to NAV. Nevertheless, there is still a universe of nine closed-end funds focused on Vietnam, with a combined market cap of $2.13bn and net assets of $2.84bn. The funds invest across a broad range of mandates, including Equity, Private Equity, Fixed Interest, Real Estate and Infrastructure. Most of the funds are either listed on AIM/London SE or are listed on the Irish SE and traded in London on an OTC basis. Transparency is much better for the AIM/London SE listed funds, and these can be traded in the same way as any equity listed on these exchanges. For the OTC-traded funds, trading spreads tend to be wider. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 33 12 January 2015 Figure 2: Vietnam Closed-End Funds (net assets US$m) Figure 3: Vietnam Closed-End Fund Universe (US$m) 3,000 VietNam PXP Vietnam Holding, 128 Vietnam, 81 Property, 66 214 VinaCapital Vietnam Opps, 757 Vietnam Infra, 214 2,500 469 172 2,000 300 Vietnam Growth, 292 1113 1,500 815 1,000 DWS Vietnam, 355 500 Vietnam Enterprise (VEIL), 544 VinaLand, 404 1,044 841 0 Market Cap Equity Net Assets Multi-Asset Real Estate Source: Numis Securities Research VinaCapital and Dragon Capital are the largest managers Infrastructure Source: Numis Securities Research There are now just five management groups involved in Vietnam closed-end funds, with by far the largest being VinaCapital ($1.37bn net assets across three funds) and Dragon Capital ($0.90bn across three funds). Table 1: Vietnam Closed-End Funds - Summary Listing Domicile Management Group Fund Manager Launch Date Equity PXP Vietnam London SE Cayman Isles PXP Vietnam AM Kevin Snowball Vietnam Enterprise Investments (VEIL) Irish SE (OTC) Cayman Isles Dragon Capital Dominic Scriven, Vu Huu Dien Dec-03 Jul-95 Vietnam Growth Fund Irish SE (OTC) Cayman Isles Dragon Capital Dominic Scriven, Hoang Kien Aug-04 VietNam Holding AIM Cayman Isles Vietnam Holding AM Christophe Ganz, Vu Quang Thinh Jun-06 DWS Vietnam Irish SE (OTC) Cayman Isles Deutsche AM (Duxton AM, PXP) Desmond Sheehy Dec-06 VinaCapital Vietnam Opportunity (VOF) AIM Cayman Isles VinaCapital IM Andy Ho Sep-03 Vietnam Property Irish SE (OTC) Cayman Isles Dragon Capital Fraser Wilson Apr-08 Vinaland AIM Cayman Isles VinaCapital IM David Blackhall Mar-06 AIM Cayman Isles VinaCapital IM Tony Hsun Multi-Asset Real Estate Infrastructure Vietnam Infrastructure Jul-07 Source: Numis Securities Research Mandates vary between funds Several closed-end funds originally had broad mandates that included OTC and Private Equity stocks, but now focus on quoted companies. These include VEIL, PXP Vietnam and Vietnam Holding. VOF has a multi-asset mandate that includes equities, OTC/ private equity, bonds and real estate, while DWS Vietnam invests in quoted and unquoted equites, and also has 18% of its portfolio in closed-end Vietnam funds. VinaLand is by far the largest Real Estate fund, and we have excluded Aseana Properties from our universe, as it is primarily focused on Malaysia, with just 23% of its portfolio invested in Vietnam. 44 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Figure 4: Vietnam Closed-End Funds - Portfolio by Asset Class (%) 100 90 80 70 60 50 40 30 20 10 0 PXP Vietnam VietNam Holding VEIL Vietnam Growth VOF Equity Listed Equities DWS Vietnam Vietnam Property Multi-Asset Private Equity/OTC Funds Real Estate VinaLand Vietnam Infrastructure Real Estate Bonds Infra Cash/Receivables Source: Latest company fact sheets Discounts wider for less liquid asset classes Discounts of Equity-focused funds tend to be tightest, whereas Real Estate funds are trading on wide discounts, reflecting the illiquidity of the asset class and the difficult market conditions in recent years. Figure 5: Discounts by Asset Class 0 -5 % Discount -10 -15 -20 -16 -25 -26 -30 -35 -36 -40 Equity Multi-Asset Real Estate Source: Numis Securities Research Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 55 12 January 2015 Table 2: Vietnam Closed-End Funds - Trading Details Bloomberg Price NAV Last Ticker Curr Last Estimate Published % Discount(-)/ Mkt Cap Net Assets Premium(+) US$m US$m Freq Equity PXP Vietnam VNF US$ 6.50 6.738 09-Jan D (3.5) 78 81 VIETENI US$ 2.82 3.4 31-Dec W (17.2) 431 544 VIETNGF US$ 18.25 22.31 31-Dec W (18.2) 230 292 VNH US$ 1.69 2.059 31-Dec W (17.9) 102 128 DWSVIET US$ 0.52 0.73 28-Nov M (29.3) 251 355 VOF US$ 2.48 3.28 31-Dec M (25.7) 563 757 Vietnam Property VPF US$ 0.525 0.78 30-Nov M (32.7) 44 66 Vinaland VNL US$ 0.59 0.92 30-Sep 3M (35.9) 255 404 VNI US$ 0.49 0.62 30-Nov M (21.0) 172 214 Vietnam Enterprise Investments Vietnam Growth Fund VietNam Holding Multi-Asset DWS Vietnam VinaCapital Vietnam Opportunity Real Estate Infrastructure Vietnam Infrastructure Note: Estimated NAV for Equity and multi-asset funds, other funds use last published NAV Source: Numis Securities Research, Morningstar Portfolio Concentration Commonality between fund holdings There is significant commonality among the largest Equity positions held by the CEFs, which comes as little surprise given that just six stocks represent more than 50% of the Vietnam Index. Most of the CEFs have a substantial weighting in Vinamilk, while other commonly-held stocks include PV Drilling and Hoa Phat Group. In contrast, the ownership of PV Gas is far lower than its 14% weighting in the Vietnam Index, partly because it has a free float of just 3%. In addition, the funds are underweight Vietcombank (8.9% of the index) and Vingroup (8.9%). The concentration of the largest holdings has been reduced significantly over the past year. For instance, 12 months ago Vinamilk represented 42% of the portfolio for VGF (vs 15.6% today), 32% for VEIL (vs 14.3%), and 28% for PXP (vs 20.8%). Table 3: Vietnam Funds – Comparison of Largest Investments PXP Vietnam VEIL Vietnam Growth Vietnam Holding VOF DWS Vietnam Vinamilk 20.8 Vinamilk 14.3 Vinamilk 15.6 Hoa Phat Group 8.5 Vinamilk 9.9 Greenfeed ~ HCMC Securities 9.3 Hoa Phat Group 10.1 Masan 12.9 Hau Giang Pharma 8.1 Sofitel Metropole # 8.8 Vinamilk 7.7 Hoa Phat Group 8.5 Masan 10.0 PV Drilling 8.5 Traphaco 5.9 Hoa Phat Group 8.5 Hoa Phat Group 6.3 REE 6.8 ACB 7.9 Hoa Phat Group 8.5 Thien Long Group 5.9 Eximbank 4.3 VEIL * 5.9 PV Drilling 6.4 REE 7.3 FPT Corp 5.7 Binh Minh Plastic 5.8 PV Services 4.3 DWS Vietnam * 5.9 Sacombank 6.3 Saigon Securities 6.9 CII 5.0 Viconship 5.7 Int'l Dairy Product ~ 3.8 Vietnam Growth * 5.1 FPT Corp 5.2 FPT Corp 5.9 REE 4.8 Vinamilk 5.5 Hau Giang Pharma 3.7 PV Drilling 4.2 Danang Rubber 4.8 Kinh Bac 4.0 PV Services 4.5 PV Drilling 5.3 PV Drilling 3.4 Corbyns Int'l 4.1 HAGL 4.2 Hau Giang Pharma 3.2 Vingroup 4.0 Danang Rubber 4.9 Century 21 # 3.2 FPT Corp 3.9 VN Container 2.9 PV Gas 3.2 Casumina 3.6 Phu Nhuan Jewelry 4.8 VinaLand * 2.8 PV Gas Top 5 51.8 Top 10 Date 49.6 51.2 36.7 34.2 75.2 72.8 73.1 63.2 60.5 31-Oct 30-Nov 30-Nov 30-Nov 30-Nov 15.5 3.1 41.3 61.7 30-Nov ~ Unquoted, # Real estate, * Closed-end fund Source: Company factsheets Performance Equity focused CEFs have outperformed the Vietnam Index Most of the CEFs focused on listed equities have delivered strong NAV returns in recent years, ahead of the Vietnam Index. This reflects the ability of the managers to add value through stock picking, avoiding some of the highly valued large cap stocks that are purchased by ETFs. In addition, they are able to exploit Foreign Ownership Limits (FOLs) by selling positions in stocks on premiums to the market price (VOF, VEIL, PXP Vietnam and VNH have all reduced exposure to Vinamilk over the past year or two). 66 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Real Estate funds have suffered from a difficult market The multi-asset funds have delivered strong returns in recent years, but will sometimes lag behind in times of rising equity markets, reflecting exposure to unlisted investments. The performance of Real Estate funds has been weak, as a result of falling property prices and tight credit conditions. Shareholders have also benefitted from discount tightening Most of the funds have benefitted from a tightening of discounts in recent years, and so share price returns have exceeded NAV increases. Figure 6: Vietnam Closed End Funds - Performance over Five Years (% pa) Total Return US$ % pa 20% 15% 10% 5% 0% -5% Price Vinaland VPF Real Estate VN Index Multi-Asset Viet Infra Equity VOF DWS VNH Viet.Gwth VEIL PXP -10% Infra Index NAV Source: Numis Securities Research, Morningstar Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 77 12 January 2015 Table 4: Vietnam Closed-End Fund – Share Price and NAV Performance History 2014 2013 2012 2011 2010 2009 2008 2007 2006 18.8 7.9 Vietnam Growth Fund VietNam Holding 2005 55.1 14.3 (19.4) (5.4) 125.4 (82.4) 26.6 143.1 - 39.1 (2.2) (10.1) 8.7 14.9 (69.3) 11.7 205.2 19.4 (2.0) 40.9 (1.2) (2.7) 29.3 (3.5) (64.0) 16.6 101.6 24.0 32.2 40.1 22.3 (35.5) 52.6 24.6 (67.2) (23.5) - - Share Price Return in US$ Equity PXP Vietnam VEIL Multi-Asset DWS Vietnam 8.5 93.8 (6.7) (7.1) (3.6) 7.7 (68.7) (24.5) - - 10.7 22.9 44.6 (32.4) 24.5 106.8 (79.1) (8.9) 118.2 35.4 Vietnam Property (4.5) 34.1 (18.0) (37.5) 6.7 19.0 - - - - Vinaland 24.8 21.6 (42.3) (32.6) 23.8 66.7 (66.0) (3.4) - - 29.4 28.5 47.5 (45.9) 12.1 37.5 (64.2) - - - VOF Real Estate Infrastructure Vietnam Infrastructure NAV Return in US$ Equity PXP Vietnam VEIL Vietnam Growth Fund VietNam Holding 8.0 38.9 33.2 (21.9) (17.2) 76.6 (70.8) 37.8 149.7 20.8 10.8 29.0 21.4 (19.7) (11.9) 19.0 (63.0) 31.2 156.2 36.3 5.2 23.9 29.8 (19.6) (2.8) 12.1 (61.4) 37.0 121.1 14.9 18.1 32.2 20.2 (18.1) (7.8) 57.6 (60.3) 12.6 - - 10.4 26.6 26.1 (19.2) (9.8) 19.6 (54.5) 1.0 - - 8.6 15.3 19.1 (7.6) (0.8) 30.1 (46.7) 37.4 64.9 33.9 Multi-Asset DWS Vietnam VOF Real Estate Vietnam Property 6.0 (1.1) 1.4 (23.6) (7.2) 9.6 - - - - Vinaland 1.1 (12.5) (11.9) (13.2) (2.2) (11.3) 17.1 33.8 - - 9.0 12.0 4.2 (18.6) (10.6) 1.5 (27.2) - - - 10.9 25.3 24.1 (29.4) (4.4) 51.0 (67.1) 25.1 145.1 27.3 Infrastructure Vietnam Infrastructure Index Vietnam Index (total return) Note: 2014 NAV returns estimated from last published NAV. VNH NAV return for 2013 would be 40% if dilution from warrants is excluded. Source: Numis Securities Research, Morningstar 88 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Table 5: Vietnam Closed-End Funds – Share Price and NAV Performance Rankings % pa Total Return in US$ Rank 1 yr 3 yr 5 yr 1 yr 3 yr 5 yr 18.8% 28.2% 10.0% 4 3 5 7.9% 15.9% 7.6% 7 6 7 Vietnam Growth Fund (2.0%) 14.2% 12.1% 8 7 2 VietNam Holding 32.2% 31.3% 17.4% 1 2 1 8.5% 25.2% 11.9% 6 5 3 10.7% 25.3% 10.6% 5 4 4 Share Price Return in US$ Equity PXP Vietnam VEIL Multi-Asset DWS Vietnam VOF Real Estate Vietnam Property (4.5%) 1.6% (6.9%) 9 8 9 Vinaland 24.8% (4.3%) (6.1%) 3 9 8 29.4% 34.8% 8.2% 2 1 6 Infrastructure Vietnam Infrastructure NAV Return in US$ Equity PXP Vietnam VEIL Vietnam Growth Fund VietNam Holding 8.0% 26.0% 5.3% 6 1 4 10.8% 20.2% 4.2% 2 4 6 5.2% 19.2% 5.7% 8 5 3 18.0% 23.3% 7.2% 1 2 1 10.4% 20.8% 5.1% 3 3 5 8.6% 14.2% 6.4% 5 6 2 Multi-Asset DWS Vietnam VOF Real Estate Vietnam Property 6.0% 2.0% (5.5%) 7 8 8 Vinaland 1.1% (8.0%) (7.9%) 9 9 9 9.0% 8.3% (1.5%) 4 7 7 10.9% 19.9% 3.1% - - - Infrastructure Vietnam Infrastructure Index Vietnam Index Note: to 31 December 2014 based on latest NAV estimates. Source: Numis Securities Research, Morningstar Discount History Premiums pre-Financial Crisis are a distant memory As often happens in frontier markets and specialist asset classes, “hot money” drove premiums to excessive levels in 2007. However, once the Vietnam market collapsed on the back of rising inflation and tightening credit, these capital flows shifted into reverse. Furthermore, hedge funds and European high net worth investors were sellers at any price when the credit crisis hit in late 2008. As a result, investors who bought the sector on premiums in mid-2007 had lost most of their value by early 2009 as a result of falling asset values and wide discounts. In recent years, discounts have narrowed as sentiment towards Vietnam has improved, supported by share buy-backs and other corporate action. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 99 12 January 2015 Figure 8: Discounts of Vietnam CEFs (excl. Real Estate) 350 40 300 30 % Discount(-) / Premium (+) Performance Index Figure 7: Performance of Vietnam CEFs (excl. Real Estate) 250 200 150 100 20 10 0 -10 -20 -30 50 -40 0 Dec-04 Dec-06 Dec-08 NAV Dec-10 Dec-12 Dec-14 -50 -60 Dec-04 Price Dec-06 Dec-08 Note: US$ total return. Source: Numis Securities Research Real estate fund discounts particularly wide Dec-10 Dec-12 Dec-14 Source: Numis Securities Research The boom/bust cycle has been even more extreme for the Real Estate funds, which went from 60% premiums in 2007 to discounts of more than 70% in early 2009. In part, this reflected infrequent valuations, which meant that NAVs lagged falls in quoted markets, but there were also concerns over project financing and the viability of some property developments in tougher economic conditions. Similarly, the specialist Infrastructure and Resources funds suffered huge discounts. Figure 9: Performance of Vietnam Real Estate CEFs Figure 10: Discount of Vietnam Real Estate CEFs 200 80 % Discount(-) / Premium (+) 180 Performance Index 160 140 120 100 80 60 40 60 40 20 0 -20 -40 20 0 Dec-04 -60 Dec-06 Dec-08 NAV Dec-10 Dec-12 Dec-14 Price Source: Numis Securities Research -80 Dec-04 Dec-06 Dec-08 Dec-10 Dec-12 Dec-14 Source: Numis Securities Research Still an overhang from investors We believe that the closed-end fund sector still faces a share overhang as some investors have become disillusioned by poor trading liquidity. The difficulty is that the structure of these funds (typically domiciled in the Cayman Isles) means that there is often little transparency over the nature of the shareholder base. All of these funds are foreign-owned as Vietnamese locals cannot buy offshore funds. 10 10 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Figure 11: Vietnam Closed End Funds - Discounts % Discount(-)/Premium(+) 0 -5 -10 -15 -20 -25 -30 -35 -40 Real Estate Vietnam Infra Vinaland Multi-Asset Vietnam Property DWS Vietnam VOF VEIL Vietnam Growth VietNam Holding PXP Vietnam Equity Infra Source: Numis Securities Research Management Fees Most launched with 2% plus 20% fees The majority of Vietnam closed-end funds were launched with base fees of 2% of net assets plus performance fees of 20% of NAV returns, reflecting the bullish environment pre-financial crisis when most of the capital was raised. However, these fees now appear high, particularly for those funds focused on equity investment. Fees remain high, especially for DWS Vietnam There have been some fee reductions, but fees remain high, in our view. DWS Vietnam, in particular, has a fee structure that is out of line with the closed-end universe in general, with a performance fee calculated on the basis of performance in its subportfolios every six months, with full catch-up and no high watermark. As an illustration, in 2013, the fund paid a performance fee $15.33m to DeAM Asia, of which $7.66m was paid to Duxton. A further $1.05m was paid to PXP AM in respect of the performance of the listed equity portfolio, with the total performance fees equivalent to 6.3% of average net assets. VOF and VNH rebased high watermarks on performance fees All of the other performance fees have high watermarks, meaning that most of the managers have not earned a fee in recent years as the NAV has yet to recover to previous highs (e.g. VEIL). However, both VOF and Vietnam Holding agreed a rebasing of their high watermarks in mid-2013 in return for lower base fees (although caps were also imposed on the level of performance fees that can be paid in any year). As a result, VOF earned a performance fee of $9.0m in the financial year to 30 June 2014 (1.17% of average net assets), with a further $2.4m earned in excess of the cap carried forward to following years. Vietnam Holding earned a performance fee of $0.95m (0.85%), of which a third is donated to the VNH Foundation, the management group’s charity. Most funds calculate the performance fee on NAV returns in excess of a hurdle (typically 8% per annum compound), whilst others base this fee on all NAV returns provided a trigger return has been achieved (potentially leading to much higher fee). VOF removed the catch-up from its performance fee at the time when the high watermark was rebased. In our view, there is a valid argument that performance fees for many of these funds should be based on performance relative to the Vietnam Stock Index rather than absolute returns. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 11 11 12 January 2015 Trail commissions often paid to private banks One reason for the high fees of Vietnam CEFs, in our view, is that they were heavily marketed to private banks with trail commission arrangements payable out of the management fee. With moves towards more transparent charging structures, particularly in the UK, we believe that any future issuance would need to be on more competitive terms. Figure 12: Vietnam CEFs - Ongoing Charge Ratios 9% % Average Net Assets 8% 7% 6% 5% 4% 3% 2% 1% Equity Multi-Asset Base Fee Other Expenses Viet Infra Vinaland VPF VOF DWS VNH Viet.Gwth VEIL PXP 0% Real Estate Infra Performance Fee Based on last published annual reports Source: Company & Numis Securities Research Performance fees on VEIL and VGF are substantially under water The Dragon Capital funds, VEIL and Vietnam Growth Fund, are so far below their high watermarks that they will not pay any performance fees for the foreseeable future. Although PXP Vietnam currently has no performance fee, it will shortly roll into an openended fund that pays a performance incentive. Table 6: Vietnam Closed-End Fund - Fee Summary Base Fee Performance Fee % Based on Period Benchmark Ongoing Charges Hurdle/ High Trigger Watermark excl. incl. % Based on: Cap Perf Fee Perf Fee PXP Vietnam 2.0% net assets - - - - - - - 3.0% 3.0% VEIL 2.0% net assets 20% NAV return Annual 8% pa compound Hurdle Absolute No 2.4% 2.4% Vietnam Growth Fund 2.0% net assets 20% NAV return Annual 8% pa compound Hurdle Absolute No 2.4% 2.4% 2.0%* net assets 15% NAV return Annual 5% pa compound Hurdle Absolute (reset 2013) 3% 3.2% 4.1% DWS Vietnam 1.7% net assets 20% Sub-portfolio return Semi-annual 8% pa semi-annual Hurdle with catch-up No No 2.5% 8.8% VOF 1.5% net assets 15% Capital markets & Real Estate portfolios Annual 8% pa compound Hurdle Absolute (reset 2013) 1.5% 1.7% 2.9% 2.0% net assets 20% NAV return Annual 8% pa compound Hurdle Absolute No 2.8% 2.9% $7.5m~ fixed fee* # Realisations - - - - - 2.3% 2.3% 2.0% gross assets 20% NAV return Annual 8% pa compound Hurdle with catch-up Absolute No 2.6% 2.6% Equity VietNam Holding Multi-Asset Real Estate Vietnam Property Vinaland Infrastructure Vietnam Infrastructure * VNH base fee falls to 1.75% on assets >$100m and 1.5%>$150m. ~ VinaLand’s base fee was $8.5m in 2012/13, reducing to $7.5m in 2013/14 and $6.5m in 2014/15 # VinaLand managers are incentivised to earn back up to $28.2m of accrued performance fees based on distributions to shareholders over the three years from Nov-2012. Vietnam Infrastructure fees to be revised following reconstruction. PXP is due to merge with VEEF, an open-ended fund, that will have fees of 1.5% pa, plus 15% of returns over 8% pa subject to a HWM. Source: Numis Securities Research, Morningstar 12 12 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Corporate Action Corporate action is ongoing Several closed-end funds investing in Vietnam have liquidated, open-ended or adopted realisation strategies in recent years, and there remains pressure to return capital given the persistence of discounts. VinaLand passed its continuation vote in 2012 by adopting a realisation strategy for three years until the next vote in November 2015. In addition, shareholders of two funds have recently approved reconstruction proposals: To open-end after Jan-2015 ● PXP Vietnam Fund ($81m net assets) is to merge with Vietnam Emerging Equity Fund (VEEF), an equivalent Cayman-domiciled mutual fund run by the same management group, PXP Vietnam AM. Following shareholder approval at an EGM on 17 December, the shares are due to delist at the end of January 2015. To split into two share classes ● Vietnam Infrastructure ($214m net assets) is to restructure ahead of a continuation vote due in 2017. At an EGM on 15 December, shareholders approved proposals to split the portfolio into two share classes, both listed on AIM, separating the fund’s listed and private equity investments. The aim is to realise the PE assets by June 2017, while the listed assets will be transferred to a new UCITS fund, with investors in the Listed Portfolio Shares able to switch directly into the UCITS vehicle over a 12 month period. The scheme is expected to be implemented in Q1 2015. We believe that PXP will be better placed than Vietnam Infrastructure to retain assets following the open-ending as the mandate is unchanged, and because there are fewer value investors on the register. Further details on these proposals are provided later in this report, while funds liquidating/open-ending in recent years are summarised in the table below. Continuation votes are often a trigger for corporate action, and forthcoming votes include Vietnam Growth Fund (AGM 2015) and DWS Vietnam (AGM 2016). Vietnam Funds - Corporate Action Launch Date Corporate Mandate Manager Listing Action Details SGL Vietnam Development Real Estate SGL Capital IM London SE (AIM) Oct-07 2008 Adopted realisation strategy (most of portfolio was uninvested) Indochina Capital Vietnam Equity/OTC/PE IndoChina Capital London SE (main market) Mar-07 2009 Adopted realisation strategy JSM Indochina Real Estate in Vietnam/Cambodia JSM Capital London SE (AIM) Jul-07 2010 Adopted realisation strategy Vietnam Resources Resources Dragon Capital Lux SE (OTC traded) Jul-07 2010 Adopted realisation strategy (still $3m residual value) PCA-Vietnam Seg Portfolio Private Equity/OTC Prudential AM Irish SE (OTC traded) Dec-06 2013 Adopted realisation strategy Vietnam Emerging Equity Equity PXP Vietnam AM Irish SE (OTC traded) Nov-05 2009 Open-ended following pressure to return capital Vietnam Lotus Fund Equity PXP Vietnam AM Irish SE (OTC traded) Dec-06 2010 Open-ended and merged with Vietnam Emerging Equity Fund Vietnam Dragon Equity Dragon Capital Irish SE (OTC traded) Dec-05 2011 Open-ended (mainly owned by Japanese investors) Vietnam Property Holding Real Estate/ Equities Saigon AM Frankfurt SE Nov-07 2014 Converted to open-ended fund with limited redemptions from mid-2014 Saigon AM Luxembourg (OTC traded) Nov-07 2014 Converted to open-ended fund with limited redemptions from December 2014 Jul-07 Q1 2015 Plans to open-end, with realisation strategy for unquoteds Realisation Strategy Open-Ended Vietnam Equity Holding Equity Proposed Corporate Action Vietnam Infrastructure Infrastructure VinaCapital London SE (AIM) PXP Vietnam Equity PXP Vietnam AM London SE (main market) Dec-03 Jan 2015 Plans to open-end and merge with Vietnam Emerging Equity Source: Numis Securities Research Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 13 13 12 January 2015 Opportunities among Vietnam CEFs Pros & Cons of CEFs Advantages The key advantages of closed-end funds for investors seeking exposure to Vietnam include: ● Experienced management teams: Most of the CEFs are run by locally based management groups. The management of DWS Vietnam is based in Singapore, but has significant experience of investing in Vietnam, and the fund’s equity portfolio is delegated to PXP Vietnam AM based in Ho Chi Minh City (HCMC). Far broader exposure than available via open-ended funds ● A range of mandates: The CEFs offer exposure to unlisted, OTC and direct real estate, as well as to the full spectrum of the listed equity market. This provides a far more diversified exposure than available through ETFs/UCITS funds. Ability to exploit mispricing of SOE privatisations ● Ability to invest in less liquid stocks: The liquidity requirements of ETFs and open-ended funds mean that they tend to focus heavily on large cap stocks. CEFs have the ability to invest in less liquid assets, and so they have a broader available universe, including mid/small caps and SOE equitisations. ● Exposure to restricted stocks: Companies such as Vinamilk are difficult to access directly due to foreign ownership limits (it currently has a FOL premium of 7%). This premium is not reflected in the NAVs of the CEFs. Discounts are narrowing ● Valuations: In contrast to the large premiums of 2007, all of the closed-end funds are now trading on discounts ranging from 4% for PXP Vietnam (which has announced plans to open-end) to 36% for VinaLand. There is ongoing pressure to narrow this value gap, and most funds, including VOF and VEIL, the two largest vehicles, have implemented buy-back programmes. ● Corporate governance: There is now far greater independence of the Board from the management group. For instance, VOF has recently moved to a fully independent Board. Drawbacks The Vietnam CEFs continue to face a number of challenges in attracting demand from new investors, including: ● Lack of Trading Liquidity: Small listed funds <$200m are falling off the radar of many investors. OTC funds have wide trading spreads ● Lack of Transparency: OTC-traded funds tend to trade on wide spreads and there is little visibility over pricing. Fees are still high, especially DWS Vietnam ● High Fees: Despite some reductions, we believe that fees in the Vietnam CEF universe are still too high. 2% and 20% fees are no longer acceptable to many investors in listed funds. Following the Retail Distribution Review (RDR) in the UK, which abolished trail commissions, headline fees for clean share classes of openended equity funds are typically 0.75% pa or less. Funds with specialist mandates would be expected to charge higher fees, but there is now far greater emphasis on the level of fees in general. The fees of DWS Vietnam, in particular, stand out as being from a different era, in our view. 14 14 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Cayman Isles domicile is a drawback ● Regulation: Some investors require the management group to be authorised by a recognised international regulatory body, such as the UK’s Financial Conduct Authority (FCA). Being domiciled in the Cayman Islands is also a drawback for many investors – this is a common jurisdiction for hedge funds, but not for London-traded CEFs that are primarily domiciled in the UK or the Channel Islands. Outlook for Investor Demand Emerging markets CEFs have been out of favour There are over 100 London-listed CEFs trading at premiums, representing more than a third of the sector by market cap. However, most of these are Equity Income funds or Alternative Asset funds launched since 2009. Emerging markets funds, in general, remain out of favour. The only new capital raised has been by income focused funds (e.g. JPMorgan Emerging Markets Income, Schroder Oriental Income) or by high profile fund managers who do not run equivalent open-ended funds, notably Fidelity China Special Situations (launched by Anthony Bolton) and Fundsmith Emerging Equity (Terry Smith). Vietnam is not a core market for most investors Vietnam is a small Frontier market, representing just 0.1% of the world’s stock market capitalisation. As a result, it is not a market that global investors need to own. It is already over-represented within the London-listed CEFs, with a combined market cap of $2.1bn equivalent to 1.1% of the overall market cap for the universe of $185bn. Continued pressure to return capital In the near term, we expect the Vietnam-focused CEFs to face continued pressure to return capital given the size of discounts and the nature of the shareholder bases. There are still some “legacy” shareholders who would be unlikely to reinvest in ICs in future. In addition, there are a number of value investors who are likely to sell down as discounts tighten. We expect interest in Vietnam to rise The key is therefore to attract new long term investors. Vietnam has suffered in recent years from its boom/bust economy. However, as discussed above, the performance of the Vietnam Index has improved since 2012, and the outlook for economic growth appears bright. As a result, we expect interest in Vietnam to build. Buyers of Vietnam CEFs will differ from those in 2006-07 Investors in CEFs in future will generally not be the same buyers that chased Vietnamese funds in 2006-2007, in our view. Many of the European family offices and private banks were “badly burned” in the downturn. In addition, they now have a broader range of ways to access the Vietnamese stock market, including ETFs and actively managed UCITS funds. These are simpler structures with regular liquidity and little or no discount risk (at times of market distress, some open-ended funds may limit redemptions). Is there still a role for CEFs? Further improvements needed in fees and corporate governance The need to maintain a liquid portfolio means that open-ended funds will be restricted in their exposure to small/mid-cap stocks, and we believe that long term performance could be impacted by inflows/outflows. Moreover, some investors favour the daily dealing/pricing of closed-end funds, rather than periodic redemptions. In our view, there is still a role for closed-ended funds provided they tackle the issues highlighted above (i.e. fees / corporate governance and liquidity), as well as offering: ● A differentiated mandate: by exploiting the structure to take a longer term view, with the ability to invest in less liquid stocks, including small/mid-caps, companies with restricted FOLs, and SOE equitisations. CEFs can also invest in less liquid asset classes such as private equity and real estate. This gives the potential to provide broader exposure to the Vietnamese economy, including consumer-related businesses in sectors that are not fully represented in the stockmarket at present. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 15 15 12 January 2015 Performance remains the key ● Superior performance: CEFs need to deliver strong risk-adjusted performance in order to attract investors. ● Appropriate discount mechanisms: Investors may buy CEFs because of wide discounts at present, but will only hold onto the investment over the long term if they believe that the Board/manager will seek to prevent the discount from widening in future (eg. by prioritising buy-backs over new investment if the discount is excessive). We believe that discount control mechanisms need to be implemented on a consistent basis. This requires careful construction to allow for portfolio liquidity and changing market conditions. Marketing to investors is improving ● Improved information: Each of the funds produces a monthly factsheet providing a summary of the portfolio and the key investments. However, the depth of information varies, and it is sometimes difficult to access historic reports. It is hard for wealth managers to buy/recommend funds unless they can readily monitor share price/NAV performance, as well as changes in the investment portfolio. Regular marketing by the management groups is also needed to gain trust from investors in a specialist asset class. Some have given up on the CEF structure Kevin Snowball, manager of PXP Vietnam, recently stated that “the single country closed-end fund model is no longer functioning effectively as far as Vietnam is concerned. There has been no new issuance for a number of years and wide discounts persist.” He highlights growth in ETF assets in recent years as an illustration that there is apathy to the closed-end structure itself, rather than towards Vietnam. We are more positive on the outlook In contrast, we would not rule out the potential for Vietnamese CEFs to trade on premiums again within the next few years. We expect more funds to open-end/wind-up, and buy-backs look set to continue in the near term. However, we have seen wide discounts for CEFs in other sectors recover rapidly once the asset class comes back into favour – an example is Technology funds, which suffered a similar boom/bust in 1999/2000. Our experience suggests that it can take up to a decade before investors will venture back into a market where they have suffered significant losses. Figure 13: Ratings of specialist CEFs can change markedly over time 30 % (Discount) / Premium 20 10 0 -10 -20 -30 2012 2010 2008 2006 2004 2002 2000 1998 1996 Note: chart of Polar Capital Technology premium/discount to NAV Source: Datastream 16 16 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Recommendations VinaCapital Vietnam Opportunity Fund (VOF) Our core recommendation among the universe is VOF, which offers: Clearly differentiated mandate Broad exposure to the domestic economy: VOF invests across a range of asset classes (equities, OTC, private equity and real estate) that can provide exposure to parts of the economy that cannot be readily accessed via listed stocks. Long term record is impressive Strong performance record: The multi-asset approach means that VOF’s NAV is likely to lag behind a rally in the Vietnam Stock Index, at least in the short term. However, the fund has a good track record over the longer term, with the NAV return of 11.8% pa since the start of 2004 versus a total return in US$ of 11.0% for the Vietnam Index. Furthermore, VOF’s returns are far less volatile than the benchmark. Listed portfolio has performed well in recent years ● The Listed Equity portfolio has consistently added value through a value-based approach, with a focused portfolio of 20-25 quoted investments. The long term approach has enabled the manager to build significant positions in stocks with limited liquidity due to FOLs, and the managers took advantage of the premium on Vinamilk in August 2014 to sell 18% of its position at 9.7% above the prevailing market price. Significant uplifts from PE exits ● VOF also has an impressive track record of realisations from its Private Equity/OTC portfolio including Prime Group (ceramic tile manufacturer sold to Siam Cement Group), Indochina Food (a sugar and ethanol producer), Halico (a vodka producer sold to Diageo), Hoan My Medical Corporation (healthcare provider sold to Fortis Health), and most recently, An Giang Plant Protection (a pesticide company sold to Standard Chartered PE). Real Estate has been a drag on returns ● Exposure to Real Estate (currently 16.1% via development projects, 8.8% via hotels and 2.8% via a stake in VinaLand) has been a drag on the fund’s performance in recent years. However, there are signs that the property market has passed its trough, and VOF’s 50% stake in the Sofitel Hanoi Metropole Hotel is a flagship asset paying a healthy yield (it has realised its other hotel assets). Well-resourced management team: Andy Ho (CIO) is the lead manager, supported by a Capital Markets team of 15 portfolio managers/investment analysts. The property portfolio (other than the Metropole Hotel) is managed alongside VinaLand’s investments by the group’s Real Estate team of 40, headed by David Blackhall. Commitment to share buy-backs Attractive discount: In our view, VOF offers considerable value at its current discount of c.25%, and there is an ongoing commitment to return capital to shareholders while the discount remains wide: since November 2011, VOF has spent $197m repurchasing 30% of its share capital, adding 38 cents (12.9%) to the NAV. Size and trading liquidity: VOF, listed on AIM, has the advantage of being the largest, most liquid fund in the sector, with a market cap of c.$550m and an average daily trading value of $1.4m over the past 12 months. The Board recently announced that it is considering a listing on the main market of London SE, which has the potential to raise the fund’s profile and attract buying from index trackers (which typically own a stake of c.8%). Corporate governance: The Board is now fully independent from the investment manager after Don Lam, VinaCapital’s CEO, recently stepped down as a director. The company has introduced AGMs and significantly improved the level of information provided to shareholders in recent years. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 17 17 12 January 2015 Private equity weighting is expected to rise VOF now has a clearly defined strategy to increase exposure to listed stocks (currently 51% of net assets) and OTC/Private Equity, with a reduced weighting to development real estate projects. The weighting in Private Equity is now 6.2% following a recent $36m private investment in a dairy company and the strategy is to increase this weighting to 10% or more. A further 2.8% is invested in OTC- traded stocks and VOF is seeking to exploit mispricing of SOE equitisations (prior to full listing). It has recently invested in Vinatex, South Basic Chemical, and Cienco 4, all of which are OTC traded but expected to gain a full listing within the next 12 months. Potential for discount to narrow We see scope for VOF’s discount to narrow, supported by the ongoing buy-back programme, and we believe that a move to the main market of the London SE could help to raise the fund’s profile with a broader audience. Exposure to private equity and CEFs has boosted returns DWS Vietnam ($251m market cap, 29% discount) also has a good performance record in recent years through a multi-asset approach. It has benefitted from a number of profitable exits from its unquoted/OTC portfolio, including several investments common to VOF, such as Hoan My Medical, Prime Group and An Giang Plant Protection. It has 28.7% in private investments, including Greenfeed 15.5% (an animal feed producer) and Corbyns 4.1% (a steel manufacturer). It also has 18.5% invested in Vietnam CEFs, and is differentiated from VOF by having no direct exposure to Real Estate (a positive factor in recent years). However, we find it hard to recommend DWS Vietnam unless it is on a significantly wider discount than VOF due to its fee structure: its ongoing charges ratio including performance fees was 8.8% in the last financial year). In addition, we believe the OTC quote is a major drawback due to the lack of trading liquidity/transparency. Nevertheless, we believe that the current discount is attractive, and there is a possibility that the fund could open-end in 2016 when it reaches the end of its initial 10 year life. Equity Funds For investors seeking purer exposure to the Vietnam equity market, we believe that Vietnam Enterprise Investments (VEIL), Vietnam Growth Fund (VGF), PXP Vietnam and Vietnam Holding all have their own merits. Portfolios of VEIL and VGF had become highly concentrated Dragon Capital is the longest established manager of CEFs in Vietnam, with 20 years’ of investment experience. The group has a good long term record, but its closed-end funds, VEIL and VGF, have lagged behind the peers in recent years. A significant weighting in an unlisted Tungsten mine hit investor sentiment towards the funds postFinancial Crisis. This led to a focus on more liquid quoted stocks, and a reduction in exposure to Private Equity and OTC investments. However, the portfolios remained highly concentrated. VEIL’s performance, in particular, has been impacted by significant weightings in Asia Commercial Bank (down 16% since the start of 2012) and Masan Group (down 13%), during a period when the Vietnam Index has risen 79%. Vinamilk has been a highly profitable investment in recent years, rising 118% since the start of 2012, but was a laggard in 2014, falling 13%. 18 18 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Differences between the Dragon funds are no longer as clear During 2014, the portfolio concentration of both funds was reduced, and we believe that they are positioned to deliver stronger performance. They are run by different portfolio managers, but share the same research resources. In the past, VEIL was differentiated by a high weighting in Banks and exposure to Private Equity. However, they now have similar portfolios of around 25 quoted stocks. In our view, therefore, a merger between the two funds would make sense. In practice, however, we believe it is more likely that Dragon will seek to differentiate the vehicles, with VEIL prepared to invest more in less liquid securities such as SOE equitisations. It has also broadened its mandate to allow up to 25% of the portfolio to be invested in Cambodia and Laos, although it currently has no exposure to these markets. The performance fees of both VEIL and VGF are significantly underwater, and shareholders are unlikely to suffer dilution from performance fees in the foreseeable future. VEIL is the second largest Vietnam CEF, with a market cap of $431m, and is perhaps the obvious choice for investors looking for exposure to listed equities despite its unexceptional performance record in recent years. The current discount of 20% is attractive, in our view. However, we regard the OTC trading as a significant drawback, with wide spreads and little transparency. In addition, there is little clarity over the fund’s discount controls, although it has periodically bought back stock when the discount approaches 20%. PXP Vietnam has been sub-scale PXP Vietnam has a good track record, and shareholders have benefitted from a narrowing of the discount in recent years. However, Kevin Snowball, the manager, has struggled to grow the fund’s assets, and a proposed C share in early 2014 failed to gain sufficient support. In our view, this came as little surprise given the ability to buy other Vietnam funds on wider discounts. PXP was differentiated by being listed on the main market of the London SE, but with net assets of $81m, we believe it has been too small to attract the attention of many investors. To merger with open-ended fund in Jan 2015 PXP’s Board had been assessing the future strategy “in light of the vote on open-ending the Fund which was due to be held at the 2015 AGM”. As a result, it put forward proposals to merge with Vietnam Emerging Equity Fund (VEEF), a Cayman open-ended mutual fund which shares the same management team and has a very similar portfolio. Shareholders approved the merger at an EGM on 17 December, and the shares are due to be suspended from trading on 30 January 2015. Ability to redeem from April subject to a 3% fee After the merger, former PXP Vietnam shareholders will be able to redeem their VEEF shares at NAV minus a 3% redemption fee as of 1 April 2015 (subject to notice being given by 10 February), with monthly redemptions thereafter (the redemption fee is payable to the fund and reduces to 1% after 12 months). This has led to a narrowing of the discount to 4%. We can understand the rationale for PXP Vietnam AM to consolidate its assets from two smaller funds into one larger vehicle. Furthermore, it will now be able to charge a performance fee (the high watermark will be set at the merger NAV) based on 15% of returns over 8% pa, subject to a high watermark. ESG overlay and greater weighting in mid-caps Vietnam Holding is differentiated from the peers by having a higher weighting in midcap stocks ($25-75m market cap) and by an ESG (environmental, social and corporate governance) overlay. The portfolio has a bias towards a number of top-down themes, notably Urbanisation, Domestic Consumption, and Agriculture, although exposure to the latter has been reduced over the past year. Performance has been strong in the rising market since early 2012, and this has led to a narrowing of the discount to 20% from 27% a year ago. The fund’s size has increased through a combination of asset performance and the issue of short dated warrants, but it remains relatively small with a market cap of $102m. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 19 19 12 January 2015 Real Estate Funds These funds should not be expected to perform in line with the Vietnamese stockmarket. It has been a difficult few years for portfolio performance, but their share prices rose strongly in 2014 as a result of discounts narrowing: Realisation process is behind schedule VinaLand: provides exposure to a diversified portfolio of development real estate projects in Vietnam. However, performance has suffered in recent years from high interest rates and weak property prices, resulting in a shortage of cash to finance developments. At an EGM in November 2012, shareholders approved the fund’s continuation subject to a realisation strategy being adopted over a three year “capital return period” up to the next continuation vote. The realisation process is behind original projections, but progress is being made, with eight exits and one partial exit, mostly at or around carrying value. However, it is notable that the fund has exited most of its operating hotels, significantly reducing debt and potential future liabilities. There are now 27 projects in the portfolio, down from a peak of 46 before 2009. Fees incentivise manager to distribute capital VinaLand’s share price rose 24.8% in 2014, but it is still trading on a discount to NAV of 36%. We see further upside if the managers are able to deliver further realisations at close to carrying value. The managers are incentivised to realise assets and return capital to shareholders in order to “earn-back” a performance fee of up to $28.2m which was accrued, but not paid, based largely on unrealised NAV gains. A provision of c.6.5 cents per share is included in the NAV, but the managers will only receive this full amount if they return at least $141m to shareholders from realisations made by November 2015, and this appears unlikely. Furthermore, 50% of any deferred performance fee earned will be used to acquire VinaLand shares in the market. Realisations are expected to pick up in 2015 Since the EGM, $26.2m has been returned through share buy-backs, and we believe that this will continue to be the favoured way to return relatively small amounts of capital whilst the discount is wide. VinaLand’s manager, David Blackhall, believes that the real estate market has passed its trough and interest is building from both domestic and foreign investors. As a result, he predicts that the fund can realise a further $153.6m from exits by November 2015, bringing the total cash return to shareholders to $115m during the Capital Return Period (including distributions in 2016 in relation to exits this year). Advanced sales discussions are currently under way in relation to four projects. In addition, there has been growing interest in a number of the largest investments in the portfolio, including Century 21 which is a prime location in District 2 of HCMC. Further details on the portfolio and historic realisations are provided later in this report. Too small and illiquid Vietnam Property (VPF): This property fund, managed by Dragon Capital, was launched at the top of the cycle and has taken time to invest its capital given the difficult market conditions. With net assets of $66m, VPF has been too small to lead developments, but it has sought to invest alongside established developers, such as Indochina Capital Land, as well as to invest in listed real estate stocks. The fund was originally listed on AIM, but delisted in April 2013 due to poor liquidity and a wide discount, and is now OTC traded. This may have reduced share price volatility, but has done nothing to improve trading liquidity, in our view. Vietnam Infrastructure (VNI) VNI was launched by VinaCapital in 2007 to provide exposure to a range of infrastructure-related assets in Vietnam, including BTS telecom towers, industrial parks and oil & gas companies. For some time, however, the fund has been struggling to find an identity, with questions over the original mandate given the difficulty of investing directly in infrastructure projects in Vietnam on a commercial basis given the size of capital required and the extent of government involvement. 20 20 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Reconstruction to be implemented in Q1 2015 VNI faced a continuation vote in 2017, and the recent strategy has been to focus on more liquid quoted infrastructure investments. However, the Board brought forward reconstruction proposals given that a high proportion of shareholders were seeking to realise value. The proposals, expected to be implemented in Q1 2015, are to split the portfolio into two share classes, both listed on AIM: Phased transfer to open-ended fund over 12 months ● Listed Portfolio Shares: VNI’s listed assets (c.50% of the portfolio) will invest all of its assets in a new UCITS vehicle, with a broader mandate to invest in listed equities in Vietnam. Holders of these shares will be able to transfer into the UCITS fund within 12 months (which offers a twice monthly redemption). Details of the transfer dates and costs are provided later in this report. Seeking to realised unquoted assets by mid-2017 ● Private Equity Shares: a realisation strategy will be adopted for the private investments (c.45% of net assets), with a target exit date of June 2017. The bulk of the value is represented by three investments: SEATH (mobile phone towers) 27.8% of net assets; Ba Thien Industrial Park 10.6%; and VALC (aircraft leasing) 4.5%. VNI’s share price has risen 8.6% since the reconstruction proposals were announced, but still trades on a discount of 20%. In our view, there is further potential upside, and applying a 10% discount to the Listed Portfolio would leave the Private Equity shares trading on an implied discount of 31%. The phased exit for investors in the Listed Portfolio shares into the UCITS fund gives VinaCapital time to reorganise the quoted portfolio in an orderly manner, and potentially to grow the vehicle by attracting new investors. However, we believe that most existing investors in Vietnam Infrastructure will be looking to redeem their investment over the next 12 months. This is partly because of the difference in mandates, but also because many of the buyers in recent years have been value investors attracted by the wide discount to NAV. Table 7: Vietnam CEFs - A Summary: Key Pros & Cons Equity MultiAsset Real Estate Infra Fund Pros Cons PXP Vietnam Good track record; open-ending removes discount volatility No longer potential to exploit discount; now performance fee payable; still Cayman domiciled Website VEIL Largest pure equity fund; well-resourced team; Effectively no performance fee; Wide discount OTC traded; lack of transparency regarding trading & discount controls www.dragoncapital.com Vietnam Growth Well-resourced team; Effectively no performance fee; Wide discount OTC traded; lack of transparency regarding trading & discount controls www.dragoncapital.com VietNam Holding Strong performance record; ESG emphasis Several changes in lead manager; small size; rebased HWM on performance fee www.pxpam.com www.vietnamholding.com DWS Vietnam Strong record in unquoteds; attractive discount Very high fees; OTC traded www.dwsvietnamfund.com VinaCapital Vietnam Opportunity Broad exposure to economy; strong track record in equities & PE; fully independent Board; attractive discount; size & trading liquidity NAV returns will not track Vietnam stock market; Real Estate exposure has been a drag on returns Vietnam Property Wide discount Too small and illiquid; OTC traded www.dragoncapital.com VinaLand Focused on returning capital; improving outlook for Real Estate; wide discount Poor historic record; discount/asset play rather than broad Vietnam exposure; uncertain valuation for large projects & land banks www.vinacapital.com/vnl Vietnam Infra Attractive discount to access open-ended fund Assets of open-ended fund may shrink rapidly; uncertain realisation value for unquoteds www.vinacapital.com/vni www.vinacapital.com/vof Source: Numis Securities Research Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 21 21 12 January 2015 Other Ways to Invest in Vietnam Direct Investment FOLs and trading liquidity are a drawback It is possible to invest directly in the Vietnamese equity market, though even institutional investors may be reluctant to do so due to exchange rate controls, foreign ownership limits, administrative requirements, poor trading liquidity and limited research coverage outside the largest investable stocks. Institutional equity investors pay a 0.1% withholding tax on the value of any stock sold, but dividends are tax free and there is no capital gains or remittance tax. Direct investment in other asset classes, such as real estate, can prove difficult in Vietnam and local knowledge/contacts are often essential. There are no explicit capital controls in Vietnam, but the VND is not freely exchangeable and the availability of foreign exchange is not guaranteed. The State Bank of Vietnam fixes the US$/VND target rate on a daily basis and the inter-bank market is able to trade within a specified band of the target rate. Foreign investors are able to purchase foreign currency at authorised banks in order to remit overseas, provided any tax obligations have been met. However, this may take time to achieve. Open-Ended Funds Potential to appeal to broader investor base A number of the Vietnam-based managers of closed-end funds have established openended funds in recent years. These have the potential to attract new investors who are wary of the discount volatility of closed-ended funds. However, due to the liquidity of the underlying market, redemptions are only available on a periodic basis, ranging from biweekly to quarterly. Table 8: Selected Open-Ended Vietnam Funds – Key Details Inception/ Fund Bloomberg Mgmt Group Fund Type Domicile Size ($m) Open-ending Vietnam Equity VIETNAM ID Dragon Capital Lumen Vietnam Fund LUMENVN LE CBR Investment/ Vietnam Holding AM UCITS IV Ireland 13 Sep-13 UCITS IV Liechtenstein 22 Vietnam Emerging Equity PXPVEEF KY PXP Vietnam AM Mar-12 Mutual Fund Cayman 42 Vietnam Equity Holding 3MS GR Saigon AM Jan-10 Mutual Fund Cayman 77 Jun-13 Source: Numis Securities Research Number of funds increasing, but small in size Some of these vehicles have been formed through the open-ending of closed-end funds, notably Vietnam Emerging Equity Fund (VEEF), managed by PXP, and Saigon AM’s funds, Vietnam Equity Holding and Vietnam Property Holding (which only offer limited redemptions at present). Other groups have established new UCITS funds, notably Vietnam Equity Fund, managed by Dragon Capital, while Vietnam Holding AM acts as investment adviser for the portfolio of IFM Lumen Vietnam, a Liechtenstein domiciled fund. VinaCapital currently has no UCITS offering, but is planning to launch a Luxembourg UCITS fund shortly as part of the reconstruction of Vietnam Infrastructure (VNI). This will have initial assets of c.$100m, represented by the quoted investments from VNI, but will offer investors the ability to redeemed their holdings on a phased basis over 12 months. Table 9: Open-Ended Funds: Fees and Terms Initial Redemption Management Charge Charge Fee Fee Subscriptions Redemptions Vietnam Equity Up to 5% 0% 2% None Every 2 weeks Every 2 weeks Lumen Vietnam Fund T+max 5 Fund Performance Up to 3% 0% 2% 10% T+3 Vietnam Emerging Equity None 3% (1% after 12m) 2% 20% (>8%pa)* 2 days' notice Monthly Vietnam Equity Holding None 3% 2% 20% (>8%pa) Monthly Up to 10% of fund qtly with 60 days' notice * From 1 January 2015, Vietnam Emerging Equity is to reduce base fee to 1.5% and performance fee to 15% (>8% pa hurdle). Note: all the performance fees include high watermark provisions Source: Company & Numis Securities Research 22 22 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 There are also a number of other open-ended vehicles with a range of domiciles, including Amundi Vietnam Opportunities (Cayman), Eastspring Inv Vietnam Equity (Luxembourg), IPConcept Vietnam Emerging Market (Luxembourg), JPMorgan Vietnam Opportunities (Hong Kong), KBC Horizon Access Vietnam (Belgium), Lion Global Vietnam (Singapore) and Prevoir Renaissance Vietnam (France). The mandates of these vehicles vary (e.g. the Prevoir fund investing just 57% of its assets directly in Vietnam). Potential source of growth In time, we believe that UCITS vehicles are likely to become the primary source of capital for funds investing in listed Equities within Vietnam. This reflects the discounts of the existing vehicles which limits their potential for growth, as well as the reluctance of some investors to buy closed-end funds having suffered significant discount volatility in the past. Domestic Funds Within Vietnam, there is also a small, but growing domestic mutual fund industry. At present, there are 16 funds, mostly with balanced mandates including equity and debt, including one local ETF. VinaCapital and Dragon Capital have both established domestic funds. These funds can invest in local stocks and are open to foreign investors, although they tend to be relatively small funds and often have high fees. Why Not Just Use ETFs? Two Vietnam ETFs have combined assets of $855m There are two exchange-traded funds that seek to offer international investors exposure to Vietnam by tracking the market. These have grown significantly in recent years, and now have assets of $855m combined. Figure 14: Growth in Size of Vietnam ETFs 1,200 Assets (US$m) 1,000 800 600 400 200 0 May-07 May-08 May-09 May-10 db x-tracker May-11 May-12 May-13 May-14 Van Eck ETF Source: Bloomberg Unable to replicate the Vietnam Index The difficulty is that trading liquidity and foreign ownership limits mean that it is not possible to track the performance of the Vietnam Index. Instead these ETFs follow indices that have been designed to facilitate tracking. As a result, they have no exposure to some of the largest stocks in the market (e.g. PV Gas and Vinamilk). This has impacted on their performance, and the ETFs have failed to match the performance of the Vietnam Index in recent years (or that of the CEFs). In addition, the ETFs tend to have concentrated portfolios, and due to their size relative to the market, significant inflows/outflows can have a material impact on underlying share prices. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 23 23 12 January 2015 db x-tracker FTSE Vietnam ETF Follows FTSE Vietnam Index The db x-trackers FTSE Vietnam ETF is a UCITS IV compliant fund listed on multiple stock exchanges across Europe. It is traded in London in both Sterling (ticker: XFVT LN) and US$ (XVTD LN). The ETF was launched in early 2008 and seeks to track the performance of the FTSE Vietnam Index, a tradeable subset of the FTSE Vietnam All Share comprising stocks that have sufficient foreign ownership availability. Bias towards Financials The ETF, provided by Deutsche Bank, currently has assets of $401m and includes 21 stocks. There is a bias towards Financials, which represent 48% of the FTSE Vietnam Index versus a weighting of 34% within the HOSE. A full list of constituents can be found on www.dbxtrackers.co.uk, but the largest investments at 28 November 2014 were Masan Group 16.8%; Vincom 12.9%; Hoa Phat 11.8%; PV Drilling 10.4%; and HAGL 7.5%. The current bid/offer spread is 1% and the fund has a total expense ratio of 0.85% (excluding OTC Swap Transaction Costs). Performance significantly behind Vietnam Index Since launch in January 2008, the db x-tracker has closely followed the FTSE Vietnam Index (-70% versus -74% total return in US$), though it has underperformed the Vietnam Index (-39%). It lagged significantly behind in the rally since the start of 2012 with a total return in US$ of just 47% versus 73% for the Vietnam Index. Index of Total Return (US$) 120 110 100 90 80 70 60 DB-X ETF FTSE Vietnam Source: Bloomberg Vietnam Index Van Eck ETF Aug-14 Feb-14 Aug-13 Feb-13 Aug-12 Feb-12 Aug-11 Feb-11 Aug-10 Feb-10 Aug-09 Aug-14 Feb-14 Aug-13 Feb-13 Aug-12 Feb-12 Aug-11 Feb-11 Aug-10 Feb-10 Aug-09 Feb-09 Feb-08 50 Vietnam Index 24 24 Figure 16: Market Vectors Vietnam ETF Performance 130 100 90 80 70 60 50 40 30 20 10 0 Aug-08 Index of Total Return (US$) Figure 15: DB-X Vietnam ETF Performance vs Vietnam Index Market Vectors Index Source: Bloomberg Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Market Vectors Vietnam ETF 26% invested in stocks listed outside Vietnam This is a US traded ETF (ticker: VNM US) that seeks to replicate the performance of the Market Vectors Vietnam Index, part of the Van Eck Market Vectors range. 74% of the index is invested in locally-listed companies, with the remainder in overseas stocks that generate at least 50% of their revenues from Vietnam or have a significant and growing position in Vietnam. The index is rebalanced on a quarterly basis and currently includes 30 stocks. By sector, the fund is invested 37.6% in Financials, 16.1% Energy, 13.3% Consumer Staples, 11.7% Industrials, and 10.6% Consumer Discretionary. A full list of constituents can be found on the website www.vaneck.com/vnm As at 31 December 2014, the largest investments were Masan Group 8.0%; Vincom 7.8%; Vietcombank 7.5%; and Sacombank 6.5%. Overseas holdings include Parkson Holdings (Malaysia, retail) 4.8%; Hansae (Korea, clothing) 4.7%; Gamuda (Malaysia, construction) 4.5%; and Charoen Pokphand Foods (Thailand) 4.4%, as well as stakes in two London-listed Oil & Gas E&P stocks, Soco International (5.3%) and Premier Oil (4.3%). It also has held a position in VinaCapital Vietnam Opportunity Fund. Launched in August 2009 The ETF was launched in August 2009 and currently has assets of $478m, down from a peak of $640m in September 2014. It has a total expense ratio of 0.76%. Initially, the fund performed closely in-line with the Vietnam Index, but it has underperformed in rising markets over the past three years, with a total return of 43% versus 73%. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 25 25 12 January 2015 Economic Background Why Vietnam? Vietnam was isolated from global markets until the mid-1990s, but is now one of the most promising countries in the world due to: Growing workforce ● Positive demographics: A young, growing workforce; it is the world's 13th largest country by population, with over 90m people mostly between the ages of 25-35 (the growth in the labour force is expected to outpace population growth over the next decade). Low labour costs ● Competitive labour costs: Good literacy and an entrepreneurial culture are combined with low wages versus North Asia (manufacturing wages are $120 per month versus $320 in China). ● Rising domestic consumption: An emerging middle class is driving growth in demand for consumer goods and services. ● A strategic location: Being based near to China and Japan makes Vietnam ideally suited as an export hub for a wide range of manufactured products. Vietnam is currently a leading exporter of textiles and the second largest exporter of footwear, but it is moving up the value chain, and is now a significant player in electronics, notably the assembly of computer chips and mobile phones. Range of exports is growing ● Significant natural resources: including agriculture, timber and oil. Vietnam is the second largest exporter of rice and coffee, and third largest for rubber. ● Political/religious stability: Bureaucracy remains a problem, but the communist government is committed to opening up the economy to foreign investment. The current leadership is in place until the next Party Congress in early 2016. Figure 17: GDP per Capita (US$) - Emerging Asia Figure 18: Vietnam - Population & GDP per Capita Growth 2000 12,000 100 1800 8,000 6,000 4,000 2,000 90 1600 1400 80 1200 1000 70 800 60 600 400 Population (m) GDP per Capita (US$) 10,000 50 200 Myanmar Bangladesh Cambodia Pakistan India Vietnam Philippines Sri Lanka Indonesia Thailand China 2012 2008 2004 GDP per Capita (LHS) 2000 1996 1992 1988 26 26 40 1984 Source: IMF 0 1980 Malaysia 0 Population (RHS) Source: IMF Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 GDP Growth – Picking up Again Boom-bust cycle in recent years For a number of years, GDP grew at 7-8% pa, but in 2008 Vietnam was hit by a double crisis. First, it was forced to raise interest rates sharply to choke off a surge in inflation, and this was followed by the global credit crisis which hit exports and foreign investment. Subsequently, there was a strong recovery in 2009/2010, but this was fuelled by credit growth of more than 30% pa, leading to a resurgence in inflation. In early 2011, the Vietnam Dong devalued by 7.2% against the US$ and interest rates rose sharply, hitting real estate markets and leading to a sharp rise in non-performing loans (NPLs). Economy recovering from a period of austerity A period of austerity followed, with tight lending conditions and high interest rates. This stabilised the currency, but impacted on domestic demand and real GDP growth slowed from 6.8% in 2010 to 5.9% in 2011 and 5.3% in 2012. However, growth stabilised in 2013 and has been strengthening throughout 2014, with Dragon Capital recently revising its full year target to 5.8%, following growth of 6.2% in Q3. The group believes that the pillars are now in place for a sustained period of stronger growth of closer to 7% pa, in contrast to the previous credit fuelled growth phases. In recent years, economic growth has relied on rising exports, fuelled by foreign direct investment. However, there are now signs of improving liquidity in the banking system, and domestic sentiment is starting to pick up, as reflected by inflation adjusted retail sales growth of 6.5% in the first 11 months of 2014. Figure 19: Vietnam Economic Growth Figure 20: Real GDP Growth % pa (2000-2013) 10 9 9 8 7 7 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 Hong Kong Source: Bloomberg Korea 0 Thailand 0 Pakistan 1 Philippines 1 Malaysia 2 Singapore 2 Indonesia 3 Sri Lanka 4 3 Vietnam 5 4 India 6 5 China 6 2001 Real GDP Growth YoY 8 Source: IMF Falling Inflation and Stable Currency Inflation at record lows Inflation has fallen to historic lows of under 3% year-on-year from more than 20% in 2011, and high real interest rates are starting to fall, with a lending rate of 9-11%, down from a peak of over 20% in late 2011. As a result, loan growth is picking up, albeit from a low level. The balance of trade has improved markedly in the past two years, and the government’s foreign currency reserves have risen to $40bn. Reflecting this, the Vietnam Dong has been stable against the US$ since the devaluation in February 2011 (with a target depreciation of 1-2% pa). Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 27 27 12 January 2015 Figure 21: Vietnam - Currency has Stabilised Figure 22: Vietnam - Inflation Falling (%) 22,000 30 21,000 25 20,000 Inflation YoY VND per US$ 19,000 18,000 17,000 16,000 20 15 10 15,000 14,000 5 13,000 0 2006 2007 2008 2009 2010 2011 2012 2013 2014 Jan-14 Jan-13 Jan-12 Jan-11 Jan-10 Jan-09 Jan-08 Jan-07 Jan-06 Jan-05 12,000 Source: Bloomberg Source: Bloomberg Trade Surplus Trade surplus since 2012 driven by FDI Vietnam’s balance of trade returned to a surplus in 2012, for the first time after 19 years of trade deficit, and there was a surplus of $2.06bn in the first 11 months of 2014. The US is the biggest export market, representing 19% of the total, followed by the EU (18%), the ASEAN region (13%), China (10%) and Japan (10%). The largest source of imports is China (29%), followed by the ASEAN region (16%) and Korea (14%). FDI accounts for 57% of imports, but is wholly responsible for the trade surplus, with net exports of $15.5bn in the first 11 months of 2014. There is the potential for Vietnam to sign significant Free Trade Agreements over the next year or so: one with the EU, and the other with a broad range of countries including the US, Japan, Australia and Singapore under the Trans-Pacific Partnership. Figure 23: Vietnam - Exports & Imports (US$bn) Figure 24: Vietnam - Trade Balance (US$bn) 5 140 120 0 100 80 -5 60 -10 40 20 -15 Exports Imports Source: Vietnam GSO 28 28 -20 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 11M 14 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 11M 14 0 Source: Vietnam GSO Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Strong Foreign Direct Investment FDI disbursement reached $11.2bn in the first 11 months of 2014, up 6.2% year-onyear. The biggest investors are South Korea, followed by Hong Kong, Japan and Singapore. More than 70% of the FDI relates to manufacturing, and several leading electronics companies have invested significant capital, including Intel, Canon, Foxconn, Olympus and Brother. Samsung has total registered investment capital of $8.0bn for the manufacture of mobile phones and electronic devices, and in June it announced plans to set up a US$1bn production facility in HCMC, as well as shifting some of its manufacturing facilities from China to Vietnam. 80 1800 70 1600 60 1400 1200 50 1000 40 800 30 600 20 400 10 200 0 Number of Projects FDI US$bn Figure 25: Vietnam - Foreign Direct Investment Approved (LHS) Disbursed (LHS) 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 0 No of projects (RHS) Source: Vietnam GSO Credit Growth and Domestic Debt Credit growth picking up again After a decade of credit growth averaging 33% pa, Vietnam suffered a sudden drop in credit growth to 14% in 2011 and then 8.9% in 2012. The household sector, which accounts for 22% of outstanding loans, is not highly leveraged reflecting the immature market for credit cards and mortgages. However, the tightening credit conditions hit corporates, and led to a slump in real estate prices and activity. Credit growth was just 3.5% in H1 2014, but had risen to 10.2% by late November. This is still lagging behind the government’s target of 12-14% pa. However, Dragon Capital expects credit growth to reach 14-16% in 2015 and then accelerate to 18-19% by 2016. It believes that credit growth of around 1.5-1.6x nominal GDP growth, equivalent to 17-19% is required to maintain healthy growth across the whole economy. Government has sought to boost domestic demand Vietnam’s government has taken a number of steps to stimulate the domestic economy, notably: ● Establishment of the Vietnam Asset Management Company (VAMC) to acquire NPLs from the commercial banks (discussed in more detail below). ● A $1.4bn package to boost credit for the housing sector. ● A reduction in the corporate tax rate to 22% from 25% at the start of 2014, with a further cut to 20% scheduled for 2016. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 29 29 12 January 2015 Modest external debt The country is running a fiscal deficit of c.5% of GDP, reflecting low tax revenues. However, this is not a major concern to most commentators given that strong FDI is expected to continue. Vietnam has external debt of $68bn, equivalent to around 36% of GDP, but much of this is related to ODA, and the country was not impacted by capital outflows that hit several emerging markets in 2012 when the US started to wind down its QE programme. Improved Credit Rating Recent upgrades from Moody’s and Fitch For several years, foreign investors have had concerns over the health of Vietnam’s banking sector, and confidence was hit in 2010 when state-owned Vietnam Shipbuilding Industry Group (Vinashin) defaulted on a $600m internationally syndicated loan. However, the country’s growing macro-economic stability is being recognised by the strong performance of government bonds: the yield on 5-year government bonds has dropped from 8.3% at the end of 2013 to 4.8%. In addition, the leading credit rating agencies have been positive on the country’s outlook. In July 2014, Moody’s upgraded Vietnam’s sovereign credit rating to B1 from B2, its first upgrade for the country since 2005. Fitch recently raised its rating for Vietnam to BB-, three levels below investment grade, while S&P already has a BB- rating. US$ bond issue in strong demand In early November, the Vietnamese government took advantage of these credit upgrades by selling US dollar bonds abroad for the first time in almost five years. It priced $1bn of 10-year securities to yield 4.8%, equivalent to 2.39% over similarmaturity US Treasuries. The offer was heavily oversubscribed (9x), and the whole issue was allocated to existing holders of VN USD bonds 2016 maturity and VN USD bonds 2020 maturity that were given the option to switch into the new issue. Table 10: Vietnam - Summary of Key Economic Statistics Unit 2009 2010 2011 2012 2013 2014 F 2015 F US$bn 100.8 114.0 133.5 155.8 172.1 188.4 210.3 Real GDP Growth % 5.3 6.8 5.9 5.3 5.3 5.8 6.2 CPI % 6.5 11.8 18.1 6.8 6.0 3.2 4.5 Lending Rate % 10.0 13.1 17.0 14.1 13.6 9.7 8.6 Trade Balance US$bn (11.8) (12.6) (9.8) 0.8 0.0 1.3 3.1 FDI Disbursement US$bn 10.0 11.0 11.0 10.5 11.5 12.5 13.0 FX Reserves US$bn 16.5 12.4 13.5 25.6 32.1 40.5 50.5 External Debt US$bn 34.7 40.4 49.6 58.4 63.2 68.5 75.5 External Debt % GDP 34.4 35.4 37.2 37.5 36.7 36.4 35.9 VND/US$ 18,500 20,700 21,200 20,850 21,115 21,350 21,700 GDP Exchange Rate Source: Dragon Capital as at 30 Sep 2014 Key Challenges for the Economy Key structural negatives for Vietnam are infrastructure bottlenecks, the state of the Banking sector, as well as corruption and the inefficiency of State Owned Enterprises (SOEs). These have hampered productivity gains and contributed to a boom/bust economic cycle. However, there are some signs of improvement: Infrastructure Significant infrastructure investment is required As with any emerging market, a huge amount of infrastructure expenditure is required in order for Vietnam to maintain its rapid economic growth. Most people currently ride motorbikes and a shift to cars will necessitate major improvements in the road network. In addition, further developments are required in terms of rail, ports, electricity supplies and industrial parks. Many of these activities are controlled by SOEs, though the government has encouraged private companies to invest in infrastructure, often in cooperation with state-owned undertakings. 30 30 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Progress is being made In recent years, the government has made a more concerted effort to invest in infrastructure projects, often with foreign/ODA backing. For instance, the Phú Mỹ Bridge (2009) and Thu Thiem Tunnel have been built in HCMC, while a metro is scheduled to open in 2017/18 with the first line linking District 2 to the CBD, funded primarily from $0.9bn from the Japanese Bank for International Cooperation. A new airport is also being considered in HCMC, although the cost is estimated at $18.7bn. Non-Performing Loans Official figures on NPLs are understated For several years, there has been concern over the health of the banking sector, exacerbated by weak real estate prices and a lack of accurate data on NPLs. Commercial banks claimed to have had 4.2% NPLs at July 2014, but these figures are widely recognised as an underestimate of the problem. The State Bank of Vietnam (SBV) estimates NPLs to be 10.9%, according to VinaCapital. This has acted as a drag on lending and restricted credit growth. Questions over effectiveness of VAMC The government has established the Vietnam Asset Management Company (VAMC) as a “bad bank” to acquire NPLs from the commercial banks in return for a bond which allows them to amortise these loans over a five year period. The VAMC purchased $1bn of bad debts in the first nine months of 2014, bringing the total purchased to $2.9bn since the programme began in October 2013. The target is $3.3-4.7bn by end of 2014. However, the effectiveness of the VAMC has been widely questioned, as the government is simply warehousing the loans at present, and no effective mechanism has yet been determined in order to sell the loans to foreign investors. But banking crisis now seems unlikely Nevertheless, the slow reform in the banking sector is not expected to result in a crisis. VinaCapital estimates that NPLs would require an additional provision of $3.7bn, assuming a 40% recovery rate. It believes this is manageable in relation to $22bn of total equity value in the banking sector and in context of the country’s total GDP of $188bn. In addition, NPLs, while high, are continually falling as a proportion of loan books, down from an estimated 18% a couple years ago. Most of the bad loans are linked to the real estate sector and this market appears to have passed its trough, with a recovery in activity and prices since late 2013. Efficiency of SOEs SOEs are inefficient There are around 1,000 SOEs representing 35% of GDP, and these are typically less efficient than domestic private or FDI sectors. Easy availability to credit encouraged SOEs to diversify into other business areas, and corruption has been a widespread problem. Reforms are resisted by powerful interest groups, and an equitisation programme which started in 2007, stalled as Vietnam’s equity market fell. Plans for 432 equitisations in 2014/15 The government has been keen to encourage reforms, and has been looking to achieve the equitisation of 432 state-owned enterprises (SOEs) during 2014/15. Effectively, this is a privatisation programme that seeks to raise money for the government and to improve the efficiency of the state run businesses. The aim is to cut the number of SOEs to c.500 by the end of 2015, with the remaining companies primarily involved in strategic industries such as defence and public utilities. SOEs expected to gain stock exchange listing within 12 months of equitisation Equitisation (often called IPO) in Vietnam involves the conversion of an SOE into a Joint Stock Company, and once these have over 100 shareholders, they are eligible to trade on the OTC market as a “public company”. The aim is to gain a full listing on the HCMC (HOSE) or Hanoi (HNX) stock exchanges at a later date. Indeed, the latest equitisation programme explicitly requires companies to seek a listing within 12 months, and the government is threatening to change management if this does not happen. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 31 31 12 January 2015 High profile arrests to target corruption There have also been some high profile arrests of prominent banking figures as part of the government’s effort to tackle corruption and curb inefficient lending. For instance, the Chairman of Ocean Commercial Bank was arrested in October 2014, reportedly due to the approval of an inappropriate loan worth $25m without collateral. Political Tensions with China Hostilities with China had temporary impact on tourism Q2 2014 saw significant political tension between Vietnam and China over the placement of a Chinese deep-sea oil rig in disputed waters of the East Sea (South China Sea). This led to anti-Chinese protests in Vietnam, which hit tourist-related businesses and had a temporary impact on FDI and real estate transactions (there was a slowdown in tourism in Q2, but international visitors to Vietnam still rose 5.4% yearon-year in the first 11 months of 2014 to 7.2m). The oil rig was removed in July, and no long term impact is expected. At present, both sides appear reluctant to inflame the situation and it is notable that China is primarily a source of imports: Vietnam is running a fiscal deficit of $26.4bn with China in in the first 11 months of 2014. 32 32 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Vietnam Stock Market Size of Vietnam’s Equity Market Two stock exchanges in Vietnam Vietnam has two stock exchanges, the Ho Chi Minh City SE (HOSE) and the Hanoi SE (HNX), both state-owned. The combined market capitalisation of the exchanges is currently $50bn, of which 88% is represented by the HOSE. There are 666 quoted companies in total, with over half by number listed on the HNX. Figure 26: Market Value of Vietnam Exchanges Figure 27: Vietnam Stock Market - Turnover Average Daily Turnover $m 160 Hanoi SE $6.2bn 140 120 100 80 60 40 20 0 2014 2013 Growth in size of market driven by privatisation of SOEs 2012 Source: Bloomberg 2011 Ho Chi Min SE 2010 2009 2008 2007 2006 2005 Ho Chi Min SE $44.5bn Hanoi SE Source: Numis Securities Research, Bloomberg The HOSE was first established in 2000, but at the end of 2005 there were still only 40 listed companies and turnover was low. In 2006/2007, however, there was rapid growth in the size of the market driven by listings of privatised state-owned enterprises. The Hanoi SE was set up in mid-2005 and has evolved to focus on small cap stocks (as well as bonds and OTC stocks), while the HOSE includes most of the mid/large cap equities. However, there is by no means a clear distinction and several large-cap stocks still trade on the HNX, including PV Technical Services (PVS) and Asia Commercial Bank (ACB). Turnover in the market slumped during 2011 following the VND devaluation, but picked up strongly in 2014 helped by recent IPOs of large companies such as Mobile World and PV Gas. Stock and Sector Weightings Vietnam Index is not fully investable The most widely used measure of performance for Vietnamese equities is the Vietnam Index, which represents the market cap weight return for stocks listed on the HOSE. In reality, however, this is not a fully investable index due to the combination of Foreign Ownership Limits (discussed below), and limited freefloats. For instance, PetroVietnam Gas has a market cap of $6.2bn and makes up 14.0% of the Vietnam Index, but has a freefloat of just 3% (it represented as much as 20% of the index in mid-2014). Vietnam Holding, the AIM traded closed-end fund, has adopted the Vietnam All Share Index (VNAS) as its benchmark, as it is free float adjusted index, and excludes stocks with a free float under 5%, including PV Gas. It also caps the maximum stock weighting at 10% and excludes stocks that do not meet specified trading liquidity criteria. Whilst we can see the merits of the VNAS, we use the Vietnam Index for performance comparisons throughout this report as this remains the most widely accepted stockmarket index within Vietnam. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 33 33 12 January 2015 Figure 28: Vietnam Index - Weightings by Stock Saigon Secs 1.0% 287 Others 26.6% Figure 29: Vietnam Stock Market by Sector PV Gas 14.0% Mobile Wld 1.2% PV Fert 1.2% Kinh Do 1.3% Military Bank 1.6% Exim Bank 1.7% FPT 1.7% HAGL 1.8% Vietinbank PV Drilling 1.9% 2.1% BIDV Bao Viet Hoa Phat 3.8% Sacombank 2.3% 2.7% 2.3% Other Resources 2.7% Vinamilk 10.0% Other 2.1% Banks 19.9% Oil & Gas 15.8% Real Estate 10.7% Utilities 1.9% Vietcombank 8.9% Other Financials 11.0% M'facturing 4.0% Vingroup 7.3% Industry 12.9% Masan 6.4% Consumer 3.6% Telecom 2.7% Source: Bloomberg Food & Beverage 12.8% Includes both HCMC and Hanoi SE Source: Numis Securities Research, Bloomberg Table 11: Vietnam - Largest Quoted Equities (HOSE and HNX Stock Exchanges) Market Free Cap $m Float HOSE HNX Oil & Gas E&P 6,247 3% 14.0 - 7.7 11.6 3.8 78.6 11.3 VNM Dairy Products 4,466 57% 10.0 - 2.1 16.8 5.3 56.5 (13.4) Vietcombank VCB Banks 3,975 23% 8.9 - 3.3 17.5 2.0 1.1 40.4 Vingroup VIC Real Estate 3,244 50% 7.3 - 3.0 16.5 3.7 14.5 2.7 Masan Group MSN Holding Company 2,856 32% 6.4 - n/a n/a 4.3 (20.1) (0.8) Vietinbank CTG Banks 2,402 33% 1.9 - 7.2 10.8 0.9 (10.4) (10.4) BIDV BID Banks 1,669 4% 3.8 - 6.7 8.0 1.1 n/a n/a Hoa Phat Group HPG Manufacturing 1,194 45% 2.7 - 2.5 8.1 2.2 99.6 50.2 Bao Viet Holdings BVH Insurance 1,018 26% 2.3 - 4.7 17.5 1.8 0.1 (13.6) Sacombank STB Banks 962 90% 2.3 - n/a 8.4 1.3 4.6 3.2 PV Drilling PVD Oil & Gas Services 914 48% 2.1 - 2.8 7.6 1.8 79.2 16.8 HAGL HAG Real Estate 816 45% 1.8 - n/a 9.3 1.2 7.3 16.9 FPT Corp FPT IT 772 70% 1.7 - 4.6 10.0 2.2 36.5 31.0 Exim Bank EIB Banks 736 75% 1.7 - 3.1 30.7 1.1 (14.2) 3.9 Military Bank MBB Banks 710 65% 1.6 - 5.3 6.3 1.0 9.6 10.2 Asia Commercial Bank ACB Banks 655 94% - 10.8 4.5 25.7 1.2 (2.6) 1.9 Kinh Do KDC Food 595 37% 1.3 - 3.3 21.4 1.9 30.9 19.7 PV Technical Services PVS Oil & Gas Services 562 48% - 9.0 4.5 7.3 1.4 61.2 35.3 PV Fertiliser DPM Chemicals 547 33% 1.2 - 9.7 9.8 1.3 27.1 (17.0) Mobile World MWG Cellular Telecom 543 34% 1.2 - n/a n/a 9.0 n/a n/a Saigon Securities SSI Financial Services 455 70% 1.0 - 3.6 13.6 1.7 15.4 56.0 Quy Nhon Mining SQC Mining 401 59% - 6.6 n/a n/a 8.5 (3.3) 0.9 Pha Lai Thermal Power PPC Electric Utility 393 25% 0.9 - 3.0 11.3 1.6 116.1 14.6 Hau Giang Pharma DHG Pharma 391 92% 0.9 - 1.6 15.1 3.9 60.0 12.4 REE REE Refrigeration systems 355 72% 0.8 - 5.7 9.0 1.4 89.2 (1.6) Minh Phu Seafood MPC Fisheries 336 30% 0.8 - 4.8 10.7 3.6 (20.5) 379.5 Saigon Hanoi Bank SHB Banks 336 83% - 5.4 9.3 8.9 0.7 17.5 25.1 Kinh Bac City KBC Real Estate 290 45% 0.7 - n/a 13.6 1.2 64.1 60.0 Tan Tao Investment ITA Real Estate 269 59% 0.6 - n/a 45.2 0.7 52.6 19.5 Vinaconex VCG Construction 262 21% - 4.2 3.1 8.6 1.0 17.4 27.8 Company Ticker Industry PV Gas GAS Vinamilk Index Weight % Dividend US$ Total Return Yield % PE Ratio P/Book 2013 2013 Source: Numis Securities Research, Bloomberg 34 34 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Performance of Vietnam’s Equity Market Investor focus on Vietnam proved short-lived In 2006/2007 Vietnam was one of the best performing stock markets in the world. However, enthusiasm proved short-lived due to inflation problems, followed by the global financial crisis. For several years, Vietnam was out of favour with international investors, reflecting concerns over the boom/bust economy and sustainability of the currency. From being regarded as the next “Asian tiger”, investors focused on Vietnam’s problems, including NPLs in the banking sector. The market also suffered from a lack of liquidity and limits on foreign ownership. Vietnamese equity market has been strong since 2012 There was a brief, credit induced rally, in 2009, but during 2010-2011 the Vietnam Index fell 33% while the MSCI AC Asia was unchanged and the MSCI World rose 7% (all total return in US$). Unsurprisingly, international interest in Vietnam suffered. Since 2012, however, performance has improved, with the market up 73% in US$ on a total return basis, well ahead of regional and global equity indices. At the same time, there have been significant inflows into Frontier Market equity funds, and interest in Vietnam has started to pick up again. Figure 30: Vietnam Index - Performance over Long Term Figure 31: Vietnam Index - Performance since 2012 500 Total Return Index (US$) 220 Total Return Index (US$) 450 400 350 300 250 200 200 180 160 140 150 120 100 100 50 80 Jan-15 Oct-14 Jul-14 Apr-14 MSCI AC Asia Jan-14 Oct-13 Jul-13 Vietnam’s equity market is driven by domestic factors Apr-13 Source: Bloomberg, Datastream Jan-13 Vietnam Oct-12 Jul-12 MSCI World Apr-12 2014 2013 2012 MSCI AC Asia 2011 2010 2009 2008 2007 2006 2005 Vietnam Jan-12 0 MSCI World Source: Bloomberg, Datastream Vietnam is not directly susceptible to hot money flows due to its high reserves, trade surplus, and low non-ODA related external debt. As a result, the performance of the Vietnam equity market tends to be driven by domestic factors, in contrast to most Asian markets, which have been impacted by fund flows related to US monetary policy. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 35 35 12 January 2015 Figure 32: Vietnam Index - Total Return by Calendar Year in US$ 200% 145.1% 150% 100% 51.0% 50% 27.3% 24.1% 25.3% 25.1% 10.9% 0% -4.4% -29.4% -50% -67.1% -100% 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Source: Bloomberg Falling interest rates has boosted domestic demand for equities Another key driver of demand for Vietnamese equities has been the fall in VND deposit rates to c.5%, which has encouraged local retail investors to allocate more to the stock market: $320m of new money moved into securities accounts in the first nine months of 2014, up 39% on the figure for the whole of 2013. There was also a net inflow of $283m from foreign investors in the first 11 months of 2014, although this remains very small in relation to foreign direct investment in the country. Figure 34: Performance 2012-2014 by Market Source: Bloomberg Korea Indonesia Sri Lanka Malaysia MSCI Emg Mkts MSCI AC Asia xJ Taiwan Singapore Korea Malaysia MSCI Emg Mkts Singapore MSCI AC Asia xJ Taiwan Hong Kong MSCI World Vietnam Thailand Indonesia Philippines India Sri Lanka China Pakistan -10 Hong Kong 0 India 10 Thailand 20 China 30 MSCI World 40 Vietnam 50 220 200 180 160 140 120 100 80 60 40 20 0 Pakistan % Total Return in US$ % Total Return in US$ 60 Philippines Figure 33: Performance by Market in 2014 Source: Bloomberg Banks have lagged the broader market, while Oil stocks hit recently Performance of the Vietnam market has been held back by problems in the banking sector, as these stocks continue to struggle as a result of weak profits and rising provisioning for NPLs. The Real Estate sector has also lagged behind the broader market. In contrast, the Oil & Gas stocks had surged until September 2014, since when they have hit by sharp falls in the global oil price due to the high weighting of stocks such as PV Gas (-32% in Q4 2014 in US$) and PV Drilling (-34%). PV Technical Services also fell 34%, although this stock is listed on the Hanoi SE. 36 36 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Figure 36: Oil & Gas Stocks vs Vietnam Index 220 450 200 400 Total Return Index in US$ Total Return Index in US$ Figure 35: Vietnam Banks Lag Behind Equity Market 180 160 140 120 100 80 350 300 250 200 150 100 60 Jan-12 Jul-12 Jan-13 Jul-13 Jan-14 Jul-14 Banks 50 Jan-12 Jul-12 Vietnam Index Market Cap weighted average of VCB, CTG, BID, STB, MBB, EIB, ACB and SHB Source: Numis Securities Research, Bloomberg Jan-13 Oil & Gas Jul-13 Jan-14 Jul-14 Vietnam Index Market Cap weighted average of PV Gas, PV Drilling & PV Services Source: Numis Securities Research, Bloomberg Valuation Market has rerated At the start of 2012, the Vietnam stock market traded on a P/E ratio of under 10x, and was at a material discount to both its history and regional peers. There was a significant rerating up to September 2014 when the PE reached 16x. However, the historic P/E for the Vietnam Index has fallen back to 13.8x following market weakness. But still cheaper than most other Asian markets Vietnamese equities are no longer outstandingly cheap, but valuations are still competitive with other Asian markets. Moreover, the macro-economic situation in Vietnam appears to be on an improving trend which provides a favourable backdrop for corporate earnings growth. Healthcare, consumer staples, and materials companies, in particular, look cheaper in Vietnam compared to other Asian markets, according to Dragon Capital. Earnings growth in 2015 expected to be 11% Headline profits growth for the HOSE in H1 2014 was weak, falling 5% overall. This reflected falling earnings year-on-year from four of the five largest stocks: Vinamilk, Masan, PV Gas and Vingroup, albeit that the latter two reflected extraordinary earnings booked in the previous year. Excluding these stocks, the remaining companies listed on the HOSE reported an average of 17% growth in net profit, despite weakness in the Banking sector which delivered net profits growth of just 1.7% in H1 2014. VinaCapital is forecasting earnings growth of 3% in 2014, followed by 10-17% in 2015, while Dragon Capital earnings growth of 11% in 2015, putting the market on a prospective P/E ratio of 12.5x. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 37 37 12 January 2015 Figure 37: PE Ratios by Market Figure 38: Vietnam Index - Historic PE Ratio (x) 25 50 45 40 Historic PE Ratio Historic PE Ratio 20 15 10 5 35 30 25 20 15 10 5 Indonesia Source: Bloomberg as at 31 Dec 2014 Jan-14 Jan-13 Jan-12 Jan-11 Jan-10 Jan-09 Jan-08 Jan-07 0 Jan-06 Philippines India MSCI World China Malaysia Taiwan Singapore Sri Lanka Korea Vietnam Pakistan Hong Kong Thailand 0 Source: Bloomberg Analysis from Dragon Capital shows that Vietnam’s equity market looks particularly cheap against its regional peers if one excludes the five largest stocks in each market. Figure 39: Valuation and Earnings Growth vs Asian Peers Figure 40: Trailing PEs (excl. five largest stocks) 19 22 Phillipines 18 Philippines China 17 Malaysia 20 India 15 India Thailand Indonesia 14 13 12 Vietnam Thailand 11 10 9 PE Ratio (trailing) PE Ratio 2015F (x) 16 18 Indonesia 16 14 Malaysia Sri Lanka Pakistan 8 7 China 12 6 7 8 Vietnam 9 10 11 12 13 14 15 16 17 18 19 20 21 Earnings Growth 2015 (% local currency) 10 Source: Dragon Capital as at 30 Nov 2014 38 38 Source: Dragon Capital as at 30 Nov 2014 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Stock Market Developments SOE Equitisation Programme Potential for SOE privatisations to broaden market As highlighted above, the government announced plans for the equitisation (privatisation) of 432 SOEs during 2014/2015. Although equitisation does not immediately lead to a stock exchange listing, there is the potential over time for the programme to broaden the depth and liquidity of Vietnam’s equity market. But equitisation programme is behind plan However, the track record of recent equitisations has been mixed. To-date, the programme is behind plan, with 60 equitisations in the first nine months of 2014, and some have received less than a 50% take-up. Part of the problem has been the difficulties faced by some in SOEs creating suitable accounts for valuation purposes. Moreover, the Vietnam government often retains a substantial stake, and free floats are often limited. In some cases, the government is focused on finding a strategic investor rather than encouraging broader ownership. For instance, the recent equitisation of Vietnam Airlines involved selling a stake of just 3.5% to financial investors for $51.3m. In addition, the pricing was high, valuing the business at $1.5bn, even though it is making profits of just $16m this year. As a result, there was no interest from foreign investors, even though we understand that the government is hoping to place a stake of c.20% of the share capital with strategic investors. Pricing of equitisations is not consistent VinaCapital believes that many of the SOEs are mis-priced, albeit to the advantage of the buyer in some cases. One of the larger offerings this year was Vinatex, a clothing manufacturer (market cap $260m) which was 10% under-subscribed and the winning (final) price was the starting price. However, some issues have been in strong demand. For instance, Vocarimex ($78m market cap), a cooking oil company, sold 32% to strategic investors and 31% to the public in July 2014. This issue was over-subscribed by 2.2 times and the average winning price was 19% higher than the starting price. In addition, South Airport Service Corporation (Sasco, $120m market cap) was nearly five times oversubscribed, with an average winning price 90% higher than the starting price. Forthcoming issues include ACV (airport services); Bin Son Refining (oil refinery); Mobifone (mobile carrier) Satra (food processing), Vicem (cement); and Vissan (meat products). Foreign Ownership Limits Vietnam listed stocks are subject to Foreign Ownership Limits (FOLs) of 49%, or 30% for banks. To access stocks such as Vinamilk, investors have often had to pay a large premium to the market price of 25-30%, although these are currently lower at 5-10%. Dragon Capital estimates that as little as $3bn of liquidity is available for overseas investors after adjusting for free-floats and FOLs, equivalent to less than 6% of the overall market cap. Proposals to relax FOLs have stalled During 2013, it was widely expected that the government would raise the limit on voting stock from 49% to 60% across several sectors. Increasing FOLs was expected to increase interest in the market and could be the catalyst for a broader rerating. However, the proposals appear to have stalled due to vested interests. Some commentators have suggested that the government is keen for foreign investors to focus on SOE equitisations, although others believe it simply reflects a reluctance to allow foreign investors to gain controlling stakes (introducing non-voting share classes in more sensitive industries has been discussed). Whatever the reason, FOLs look set to remain a feature of the Vietnam stock market for some time. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 39 39 12 January 2015 Potential for Promotion to MSCI Emerging Markets Status? Markets in UAE and Qatar saw strong gains on promotion There has been speculation that Vietnam could be reclassified from the MSCI Frontier Markets Index to the Emerging Markets Index at some stage. This would be expected to lead to a significant increase in interest from international investors, as reflected by strong gains for stock markets in Qatar and the UAE as a result of their promotion to Emerging Markets status at the end of May 2014. But change does not appear imminent However, MSCI currently has no Frontier Markets listed as being in line for a possible upgrade to Emerging Markets status, and even when a country is included on the list, it can take several years for the change to be implemented. Vietnam’s failure to relax its foreign ownership limits is also a stumbling block, in our view, albeit that Qatar was promoted even though it has FOLs of 49% in place. 40 40 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 VinaCapital Funds Manages three AIM traded funds VinaCapital IM was founded in 2003 and currently has $1.4bn in assets under management, primarily through its three AIM traded funds: VOF ($722m net assets), VinaLand ($400m), and Vietnam Infrastructure ($206m). It also manages an unlisted technology venture capital fund with Draper Fisher Jurvetson, and recently established a local wealth management entity that runs two small open-ended funds (one fixed income and the other equity focused). The group is based in Ho Chi Min City, with offices in Hanoi, Danang, and Singapore. Key individuals within the group are: ● Don Lam (CEO): a founding partner, with over 15 years’ experience in Vietnam. He was formerly a partner at PwC (Vietnam), where he led the Corporate Finance and Management Consulting practices throughout the Indochina region. He has also held management positions at Deutsche Bank and Coopers & Lybrand in Vietnam and Canada. ● Brooke Taylor (COO): a New Zealander with more than 20 years’ management experience, including eight years as a senior partner with major accounting firms in Vietnam, including Deloitte and KPMG. ● Andy Ho (MD and CIO): Responsible for capital markets, private equity and fixed income investments. Previously, he was Director of Investment at Prudential Vietnam and also worked for Dell Ventures ● David Blackhall (MD): Head of Real Estate team. An Australian with 28 years’ experience in property, design and construction, with the last 20 years in real estate fund and asset management. Prior to joining VinaCapital in 2007 he worked for a Vietnamese property developer and also for RREEF Funds Management, one of Australia’s largest property fund managers. VinaCapital Vietnam Opportunity VOF is the largest and most liquid CEF investing in Vietnam VOF was launched in September 2003 with assets of $10m and following a series of secondary fund raisings it reached a market cap of over $1.1bn at its peak in 2007. Whilst its market cap has fallen to $600m, through market movements and share buybacks, it remains the largest and most actively traded closed-end fund investing in Vietnam. Mandate and Strategy Strategy is now much clearer VOF invests in equities, pre-listings (OTC), private equity and real estate, as well as a small allocation to fixed income. The emphasis by asset class has shifted over time, but there is now a clear strategy to: ● Maintain a high weighting to listed stocks of 50-60%, versus 30-35% historically. ● Increase exposure to OTC/Private Equity, which has fallen to just 5.1% of the portfolio following a number of successful realisations. ● Reduce exposure to development real estate projects through an active divestment programme alongside VinaLand. In future, the fund’s exposure to real estate will be via listed companies or through buying yielding assets, and it will no longer invest in early stage developments. Real estate and related sectors currently represent around 30% of VOF’s NAV. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 41 41 12 January 2015 Figure 41: VOF - Portfolio by Asset Class Bonds 4.9% Other 1.7% Figure 42: VOF - Portfolio by Sector Mining/ Oil & Gas 8.7% Financial Services 6.2% Cash 6.2% Funds 3.6% Listed Equities 49.7% Real Estate 16.1% Consumer Other Disc. Sectors 3.3% 4.9% Cash/Other 7.9% Real Estate Projects 16.1% Industrials 1.3% Agriculture 4.3% Hotel 8.8% Food & Beverage 15.8% Hospitality 8.8% Private Equity 6.2% Pharma/ Health 3.7% OTC 2.8% Construction 10.4% Other represents1.7% earmarked for investment Source: Company data as at 30 Nov 2014 Real Estate Equities 8.5% Source: Company data as at 30 Nov 2014 Management VOF’s key manager is Andy Ho, supported by: Former Head of Research at PXP ● Duong Vuong (Deputy MD): Responsible for VOF’s capital market investments. He joined VinaCapital in June 2014 and has 19 years’ investment experience, including seven years in Vietnam. His was previously Research Head at PXP AM, and before that worked as an analyst for ADIA in Abu Dhabi and Merrill Lynch in London. ● Dang Pham Minh Loan (Deputy MD): Responsible for VOF’s private equity investments. Joined VinaCapital in 2005, having previously worked at KPMG Vietnam and Unilever Vietnam. Real Estate development projects managed alongside VinaLand Andy Ho remains responsible for VOF’s investment in the Sofitel Metropole Hotel, while VOF’s other direct Real Estate investments are managed alongside David Blackhall, who heads VinaCapital IM’s Real Estate team of c.40 people. Don Lam (CEO of VinaCapital) remains closely involved with both the Capital Markets and Real Estate portfolios. Listed Equity Portfolio Seeking to maintain a 50-60% weighting in listed stocks, subject to valuations Around 50% of the portfolio is now invested in stocks listed in Vietnam (HOSE or VNX). The strategy is to maintain a large weighting to listed securities of 50-60%, whilst being sensitive to valuations and the size of premiums on stocks where foreign ownership is restricted. At present, the aim is to deploy free cash into the market on weakness by adding to existing holdings in companies with strong growth potential. The focus is currently on more cyclical stocks such as oil & gas, property, construction, materials, tyres and technology. In contrast, holdings in defensive consumer stocks may be reduced. No significant investments have been made in the Banking sector in recent years due to the problems with NPLs, but the managers continue to monitor the area for valuation opportunities. Focused portfolio There are 24 quoted stocks in the portfolio, with an emphasis is on large caps over $100m market cap. The managers will also look at mid-caps, but are unlikely to buy stocks under $20m market cap due to liquidity constraints. 42 42 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Research process is more rigorous Over the past year, the Capital Markets team has been strengthened by the appointment of Duong Vuong who has implemented a more co-ordinated research process, combining stock picking with a top-down sector overlay. New hires have also been made of analysts covering Oil & Gas, Logistics and Real Estate securities, bringing the size of the team to 15, including four focused on Private Equity investments. The aim is to invest in companies that benefit from domestic growth and have two or more of the following characteristics: strong brand, comprehensive distribution channel and/or scalable manufacturing capability. VOF is keen to make PIPE deals (private investment in public equity) where it can negotiate favourable terms to gain access to attractive companies, and invested in PV Drilling in 2014 through this route. Table 12: VOF - Largest Investments Investment Ticker % Description Vinamilk VNM 9.9 Dairy company Sofitel Legend Metropole Hotel - 8.8 5* Hotel in Hanoi Hoa Phat Group HPG 8.5 Steel manufacturer Eximbank EIB 4.3 Bank Petrovietnam Technical Services PVS 4.3 Oil & Gas technical services International Dairy Product - 3.8 Unlisted dairy company Hau Giang Pharma DHG 3.7 Pharma PetroVietNam Drilling PVD 3.4 Drilling contractor Century 21 - 3.2 Real Estate project in HCMC VinaLand VNL (AIM) 2.8 Real Estate projects Top 10 52.7 Source: Company data as at 30 Nov 2014 Private Equity / OTC Portfolio PE weighting increased by recent investment in dairy company The proportion of the portfolio invested in Private Equity (PE) stocks has shrunk following a number of exits in recent years and was just 2.4% at 31 October 2014. On 18 December 2014, however, VOF announced that it had acquired a 70% stake in International Dairy Products, one of Vietnam's leading dairy producers, in a $45m investment alongside Daiwa PI Partners. VOF’s share of the co-investment is 80% ($36m). International Dairy Products (IDP) specialises in producing and selling UHT milk, pasteurised fresh milk, and yogurt. Total revenues in 2014 are expected to exceed $80m. Daiwa PI Partners is a Japanese financial investor with considerable experience in private equity and debt investments. This is its first PE deal in Vietnam, and it aims to use its contacts to enhance IDP’s production technologies and distribution chain. Target is to increase PE to at least 10% of net assets Once fully drawn, VOF’s investment in IDP is equivalent to 4.8% of net assets, and the aim is to increase the PE weighting to at least 10% of net assets within next 12-24 months. Closing PE deals in a frontier market is never straightforward and often takes a long time to complete. However, Andy Ho recently highlighted that VOF has a deal pipeline of c.$100m, including IDP and a media related business. In general, the focus is on domestic businesses, notably education, financial services, food & beverages, media and healthcare. VOF favours PE deals of $20-30m and will not look to invest less than $5m due to the time and effort involved. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 43 43 12 January 2015 Table 13: VOF - OTC and Private Equity Portfolio Company Business Private Equity Stake % Net Assets - 6.2% 56.0% 4.8% 100.0% 1.0% International Dairy Product Dairy products American Home Vietnam (IBS) Ceramic tiles Cau Tre Enterprise Frozen food producer 37.3% 0.6% SSG - Saigon Pearl Real estate developer 6.0% 0.6% Yen Viet Birds nest nutritional products 65.0% 0.2% - 0.1% 3 Other PE OTC 2.8% Vinatex* Textiles 3.0% South Basic Chemical 1.0% Chemicals 17.3% 0.6% Binh Dien Fertilizer Fertilisers 10.8% 0.5% Cienco 4 Construction 8.4% 0.4% Tin Nghia Industrial Park Industrial park 6.0% 0.1% - 0.1% Other OTC * OTC traded, but VOF has Board representation. Source: Company data as at 30 Nov 2014 OTC stocks are pre-IPO investments At present, VOF also has 2.8% invested in OTC traded stocks. Typically, OTC stocks are pre-IPO investments where VOF will take a small minority stake. In contrast, PE investments are privately negotiated investments in which VOF will seek clear minority rights and downside protection e.g. convertible securities and predetermined exit rights. However, VOF’s PE team will sometimes be responsible for investments in OTC stocks, as was the case for Vinatex, a recent SOE equitisation. Opportunity to invest in SOE privatisations VOF also expects the weighting in OTC stocks to rise as further opportunities become available to invest in SOEs on a pre-IPO basis. During 2014 it invested in Vinatex, South Basic Chemical, and Cienco 4. Andy Ho believes that the quality of the SOEs is mixed and many are mispriced, but sometimes this is to the advantage of the buyer. For instance, Andy Ho highlights that the investment in South Basic Chemical Company was acquired at a P/E ratio of just 4.5x. Moving to a full listing on the HOSE or the HNX can lead to significant gains for OTC investors, and historic analysis shows that VOF has added significant value by exploiting this valuation gap. OTC investments are typically valued using a minimum of two broker quotes. An Giang Plant Protection was a successful exit in 2014 The most notable exit from the PE/OTC portfolio over the past year has been the sale of VOF’s stake in An Giang Plant Protection, a pesticide company, which was sold to Standard Chartered PE in September 2014, generating proceeds of $63.1m, equivalent to an IRR of 24% over five years. VOF invested in the company as a private investment, and it subsequently traded on the OTC market. Good track record of exits from PE portfolio since 2011 Since 2011 VOF has made 11 major divestments from its PE investments (over $10m), including several to strategic global investors. These have realised proceeds of almost $300m at an average multiple over cost of 1.9x and an average IRR of 32.5%. Furthermore, the exits have typically been at significant uplifts to VOF’s carrying value. Notable exits include: ● Halico (a vodka producer): sold to Diageo in January 2011 for $48.7m, generating an IRR of 57% and an exit multiple of 5.3x. ● Prime Group (ceramic tile manufacturer): sold to a subsidiary of Thailand’s Siam Cement Group in December 2012, generating an IRR of 33% and an exit multiple of 2.4x on an investment of $15.2m. ● Indochina Food (a sugar and ethanol producer) sold to an international strategic investor in September 2012 for $28.5m, representing an IRR of 17% and an exit multiple of 2.0x. 44 44 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 ● Hoan My Medical Corporation (healthcare provider): sold the majority of its 24% stake to Fortis Health in 2011. Overall, the investment generated proceeds of $22.4m, representing an IRR of 32% and an exit multiple of 2.2x. Private equity in Vietnam involves little or no debt Private equity is a nascent industry in Vietnam, although there are a number of international investors that specialise in making minority growth capital and pre-IPO investments in the country. There are some buyouts, though the level of debt funding tends to be small as Vietnamese banks traditionally prefer to lend on hard assets, such as property, rather than on cash flow projections. Private equity holdings are typically held at “fair value” based on the International Private Equity and Venture Capital (IPEVC) valuation guidelines. Interest from Global Private Equity Groups Vietnam’s retail and food/beverage industries are target sectors for private equity investments, with one of Asia’s youngest populations and a burgeoning middle class supporting both industries. Foreign interest in Vietnam is illustrated by a number of private equity/OTC investments in recent years including: Warburg Pincus ($200m for a 20% stake on a retail property JV with Vincom); KKR ($200m for a 10% stake in Masan Consumer); TPG ($50m for a 49% stake in Masan Agriculture); Fortis Healthcare ($130m acquisition of hospital group); Bank of Tokyo Mitsubishi UFJ ($240m for 20% stake in VietinBank); Sumitomo Life ($340m for 18% stake in insurer Baoviet) and Siam Cement Group ($240m for 85% stake in Prime, a tile producer). In addition, Standard Chartered’s private equity arm has recently made its first investments in Vietnam, buying a $35m stake Golden Gate, a restaurant chain from Mekong Capital, as well as An Giang Plant Protection, Vietnam’s largest rice seed distributor, from VinaCapital and DWS. Real Estate portfolio A third of VOF’s net assets exposed to Real Estate sector VOF’s real estate weighting rose sharply in late 2008 when equity markets fell, partly as a result of valuation lags. Since then, the strategy has been to reduce this weighting and to improve liquidity. Exposure to the asset class now represents around a third of VOF’s overall portfolio, although investments in listed Real Estate equities (8.5% of assets) are part of the Capital Markets portfolio. The Metropole, Hanoi is Vietnam’s best-known hotel Most of VOF’s direct real estate investments are co-owned with VinaLand. However, it also holds a stake in VinaLand (discussed below), and its largest individual real estate asset is a 50% stake in the 5 star Hotel Metropole in Hanoi (8.4% of assets) which was bought a decade ago prior to the launch of VinaLand. This 364 room hotel is a trophy asset that is able to charge premium prices despite an oversupply of luxury hotels in Hanoi. After a record year in 2013, occupancy was behind budget in 2014, partly as a result of the tensions with China in Q2. The occupancy rate was just 68.4% in H1 2014, but has recovered and the target for FY 2014 is to achieve $38.7m revenue and $20.5m gross profit, up 2.9% and 2.0%, respectively. Net income was $9.7m in FY 2013 and the hotel pays a healthy yield of c.7%. Active realisation strategy for development assets Andy Ho is responsible for VOF’s investment in the Metropole Hotel, and we understand that he is not looking to sell in the immediate future unless there is an unexpected approach (this is complicated by the government holding a 50% stake). In contrast, there is an active realisation strategy for the development assets, managed by VinaCapital’s Real Estate team, alongside VinaLand (as discussed later in this report). Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 45 45 12 January 2015 Funds VOF holds stakes in both VinaLand and Vietnam Infrastructure In August 2009, VOF’s Board decided to invest up to 10% of net assets in shares of other Vietnam-focused closed-end funds trading at substantial discounts. Subsequently, it acquired 36.2m shares in the sister fund, VinaLand, which is equivalent to a stake of 8.3% and has a current value of $21.2m (2.8% of VOF’s net assets). Previously, VOF co-invested with VinaLand, but the Board believed that it made more sense to buy a direct stake given that the sister fund was trading at a significant discount. In addition, VOF acquired 12.0m shares in Vietnam Infrastructure at a cost of $4.5m, which has a current value of $5.9m. There is no double charging of fees on these fund holdings, with the underlying fees rebated to VOF. Furthermore, in order to overcome conflicts of interest, the holdings are the responsibility of VOF’s Board rather than the VinaCapital management. Cash/Bonds Cash held in a mixture of VND and US$ VOF currently has 4.9% of net assets invested in local currency government bonds, as well as free cash of 6.2% which is invested 50% in US$ deposits and 50% in Vietnamese Dong (earning around 5.5%). In recent months, the monthly report has included a substantial weighting of 5.0% in “Other” which represented cash ear-marked for the investment in IDP. Fees New fees from July 2013 VOF’s fees were originally based on 2.0% of net assets plus a 20% performance fee subject to a compound hurdle of 8% pa NAV growth. However, a new investment management agreement was put in place at the time of VOF’s continuation vote in July 2013. The base fee was cut to 1.5% pa of net assets and there were a number of changes to the incentive fee: ● Reduced performance fee: The performance fee is now based on 15% of outperformance, rather than 20%. ● Split performance fee: The performance fee is now split into two parts, with the Real Estate portfolio now treated separately from the Capital Markets portfolio (which includes private equity). As a result, an incentive fee may now be earned on one Portfolio but not the other. The Real Estate performance fee is only paid based on realised gains, whereas the Capital Markets fee is wholly based on NAV movements. ● High Water Mark reset: The HWM was re-set from c. $4.09 per share to the higher of 30 June 2013 NAV plus 5% or $3.037. ● No catch-up: The hurdle is still 8% pa compound growth, but there is no longer a catch-up provision. ● Cap introduced: Incentive fees for any single year are now capped at 1.5% of the respective portfolio. Unpaid fees above this cap may be paid in subsequent years, providing that the NAV of the relevant portfolio remains above the hurdle rate. Performance fee in excess of cap is carried forward During the financial year to June 2014, VOF’s Investment Manager earned an incentive fee on the Capital Markets portfolio but not on the Real Estate portfolio. The incentive fee paid of $9.0m was capped at 1.5% of the capital markets portfolio and the excess of $2.4m has been carried forward to future years. The ongoing charges ratio was 1.7% of average shareholders’ funds or 2.9% including the performance fee. 46 46 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Performance Assessing VOF’s NAV performance record is not straightforward due to its multi-asset approach, which means that it tends to have a low beta relative to its peers and the Vietnam Index. In part, this is due to a valuation lag for property and private equity holdings. Figure 43: VOF - Long Term Performance vs Vietnam Index 700 Total Return Index (US$) 600 500 400 300 200 100 0 Dec-14 Dec-13 Dec-12 Dec-11 Dec-10 NAV Dec-09 Dec-08 Dec-07 Dec-06 Dec-05 Dec-04 Dec-03 Price Index Source: Morningstar VOF’s NAV has a far lower volatility than the market Against the Vietnam Index, VOF’s NAV marginally underperformed in 2004, with a return of 8.3% pa versus 10.9% pa for the Vietnam Index. As would be expected, its NAV returns have been less volatile than the stockmarket (9.1% pa versus 22.5% pa over the past five years). In addition, it has outperformed significantly in weak markets: 2008 (-46.7% versus -67.1%) and 2011 (-7.6% versus -29.6%). Discount tends to narrow when markets are strong VOF’s NAV is likely to lag behind a rally in the Vietnam Stock Index, at least in the short term, though the share price return may be stronger if improved sentiment leads to a narrowing of the discount. For instance, since the start of 2012, VOF’s NAV is up 46% versus a 69% rise in the Vietnam Index, but its share price has risen 97%. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 47 47 12 January 2015 Figure 44: VOF - Price & NAV vs Vietnam Index by Calendar Year 120% 100% 80% 60% 40% 20% 0% -20% -40% 2009 2010 VOF Price 2011 2012 VOF NAV 2013 2014 Vietnam Index Note: Performance by calendar year. Source: Morningstar Capital markets portfolio has performed well in recent years During strong markets over the past few years, the NAV has lagged the Vietnam Index, largely as a result of the exposure to direct Real Estate. However, VinaCapital believes that this market has passed its trough. Furthermore, it highlights that VOF’s Capital Markets portfolio (defined as listed equities plus OTC stocks) has outperformed, as illustrated in the chart below: Figure 45: VOF - Outperformance of Capital Markets Portfolio 30% Total Return in US$ 25% 22.3% 20% 16.7% 24.3% 23.7% 17.4% 14.2% 15% 10% 8.2% 4.5% 5% 5.7% 0% FY 2013 VOF NAV FY 2014 Capital Markets FY 2015* Vietnam Index Note: Financial year ended 30 June * to 31 Oct 2014. Source: Company data The key contributors to VOF’s performance in recent financial years (to 30 June) have been: ● FY 2013: sale of Prime Group; strong performance of listed stocks, notably Vinamilk, but also Kinh Do, Hoa Phat Steel, and Lam Tao Fertiliser. ● FY 2014: Hoa Phat Steel, Kinh Do, Hau Giang Pharma, PV Services, PV Drilling and An Giang Plant Protection. 48 48 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Discount History and Buy-backs Discount widened to 60% in late 2008 While VOF’s NAV has had a low beta relative to the market, shareholder returns have been impacted by huge swings in the premium/discount, ranging from a 60% premium in early 2007 to a 60% discount at the end of 2008. Initially, VinaCapital was wary of discount controls, but a share buy-back programme was introduced in November 2011 at a time when the discount was 42%. In addition, the company has improved the quality of information provided on the portfolio and has been more active in marketing to new/existing investors. Real Estate weighting has contributed to the discount These actions have helped to narrow the discount to c.20%, although this remains wider than the average discount of Vietnam CEFs focused on listed equities. We believe this is partly due to the fund’s exposure to Real Estate, as investors have been sceptical about historic property valuations. However, this part of portfolio is shrinking through realisations and an improving outlook for the asset class means that it should become less of a drag on the fund’s performance and rating in future. Figure 47: VOF - Market Cap (US$m) 60 1200 40 1000 20 Market Cap $m % Discount(-)/Premium(+) Figure 46: VOF - Discount History 0 -20 800 600 400 -40 -60 200 -80 0 Dec-14 Dec-13 Dec-12 Dec-11 Dec-10 Dec-09 Dec-08 Dec-07 Buy-backs have added 12.9% to the NAV Dec-06 Dec-05 Dec-04 Dec-03 Dec-14 Dec-13 Dec-12 Dec-11 Dec-10 Dec-09 Dec-08 Dec-07 Dec-06 Dec-05 Dec-04 Dec-03 Source: Morningstar Source: Morningstar Since the start of the buy-back programme, VOF has repurchased 97.9m shares with a value of $197.1m, equivalent to 30.2% of the share capital. This has contributed 38 cents accretion to the NAV per share (12.9%). The Board believes that the discount remains too wide and is committed to continuing the buy-back programme. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 49 49 12 January 2015 45 8% 40 7% 35 6% 30 5% 25 4% 20 3% 15 2% 10 1% 5 0 Quarterly Buyback as % Share Capital Value of Buybacks $m Figure 48: VOF - Share Buy-backs 0% Q4 2011 Q1 Q2 Q3 Q4 Q1 2012 Value £m (LHS) Q2 Q3 2013 Q4 Q1 Q2 Q3 Q4 2014 % Share Capital (RHS) Source: Numis Securities Research Lazard has built a stake of 7.1% VOF’s shareholder base is broadly spread with an estimated 20% in Switzerland, 14% US, 14% UK and 6% Japan, with much of the remainder spread across private banks in continental Europe. Historically, the fund has had a relatively low profile with traditional buyers of London-listed funds, although Lazard AM, the fund of fund investor, is now the largest single shareholder with a stake of 9.1%. Move to main market of London SE could lead to buying by tracker funds Stock Exchange Listing: As part of VOF’s efforts to raise its profile with investors, it is considering the potential benefits of applying for a premium listing of VOF shares on the main board of the London Stock Exchange. The aim is “to ensure that VOF is the first choice for investors looking at a diversified, liquid, well governed investment in the country”. If VOF adopted a Sterling quote for its shares, it would become eligible for inclusion in the FTSE All Share if it had a main market quote. This would lead to significant buying by tracker funds which own c.8% of the UK market. The fund could still state its accounts and NAV in US$, and shareholders would be able to trade with market makers based on a quote in US$. Change in domicile could form part of the proposal We believe that such a move may also involve a change of domicile from the Cayman Islands to a financial centre more widely recognised by listed fund investors such as Guernsey. At present, VOF is the largest AIM traded closed-ended fund, with a market cap of $563m. Corporate Governance Board is now fully independent of investment manager VOF has taken significant steps to improve its corporate governance, and held its first AGM last year, in Switzerland. This year, the AGM was held on 26 November in Singapore. Furthermore, there have been a number of changes to the Board, including the departure of Don Lam, VinaCapital’s CEO, which means that the Board is now fully independent. Martin Glynn also stepped down, having served for seven years, while Thuy Dam was recently appointed to the Board. She has had a distinguished career in banking in the region, mostly with ANZ Bank, having been CEO of its Vietnam operation and Vice Chairwoman for the Greater Mekong Region. The Chairman is Steven Bates, an experienced Emerging Markets investor, previously at Jardine Fleming. The other directors are Martin Adams (a director of a number of listed funds) and Michael Gray (accountancy background). 50 50 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 VinaLand Real Estate boom ended abruptly in 2008 VinaLand was launched in March 2006 to invest in a diversified real estate portfolio in Vietnam. It raised gross proceeds of $198m at IPO and a further $407m in March 2007 through a secondary issue at $1.38 per share. VinaLand traded on a large premium following launch and the share price reached a high of $1.69 per share. However, the fund suffered a sharp derating in H2 2008, with the discount reaching 80% at the end of Q1 2009 with a share price of just $0.29. It is currently trading at $0.5875 per share which represents a discount of 36% to the last published NAV of $0.92 as at 30 September. Historic Strategy Initial capital was invested across a broad range of development projects In the first two-to-three years following IPO, the managers were active in investing the capital across a broad range of projects ranging from operating hotels to township developments (land banks). The original aim had been to use equity to acquire land and to finance development using a combination of debt and pre-sales. However, a surge in inflation in Vietnam during 2008, together with the impact of the global financial crisis, impacted on demand for real estate and made debt funding more expensive and difficult to achieve. In addition, the process of gaining investment licences took longer than had been originally expected, largely due to the bureaucracy of the planning regime, but also because land clearance proved difficult for some projects. VinaCapital responded to the challenging market environment in 2008 by adapting the fund’s strategy to reflect the conditions with a focus on properties that would appeal to local buyers (e.g. mid-range residential housing) rather than international investors. The emphasis was on residential sales for existing projects; adding value through planning improvements; and finding buyers for hotels, land bank assets and selected other projects. It sought to divest of projects where possible, and to add value through planning approvals. Focus on Realisations since 2012 EGM Shareholders approved a new three year strategy Despite a number of profitable exits, the fund continued to suffer from challenging market conditions, with cash constraints, a steadily declining NAV and a weak share price. It faced a continuation vote by March 2013, seven years after its launch on AIM, but the Board brought forward the vote to November 2012. It recommended that shareholders voted against the continuation of the company (a Special resolution which needed 66.7% support) and instead gained shareholder approval for a new strategy over the three years to November 2015 (via an Ordinary resolution that required a simple majority of votes cast). Focus on realisations, whilst maintaining portfolio value Over the three year period VinaLand has adopted a realisation strategy, with no new investments made, and a focus on divesting assets “in a controlled, orderly and timely manner”. Given the company’s cash constraints, developments will only be started if there were a clear exit route through pre-sales or if equity finance is provided by a thirdparty investor. In addition, net proceeds from portfolio realisations are returned to shareholders, subject to requirements to make follow-on investments and to meet the company's working capital requirements. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 51 51 12 January 2015 Expected distributions reduced to $98m over cash return period At the time of the 2012 EGM, David Blackhall, MD of VinaCapital’s Real Estate team, estimated that realisations of $250m could be achieved over the three years which would result in distributions to shareholders of c.$142m (allowing for fees, other costs and follow-on investments). However, sales have been slower than forecast due to market conditions. To-date, there have been eight full and one partial divestment, resulting in net proceeds of $65m, and management has now revised down the estimated level of gross realisations by the end of 2015 to $219m. Estimated distributions to shareholders are now $98m over the three year period, with a further $17m distributed in 2016 in relation to exits achieved the previous year. This brings the manager’s estimate of shareholder distributions to $115m during the Capital Return Period. Figure 49: VinaLand - Projected Exits & Distributions by Nov 2015 (US$m) 300 250 249.5 219.0 US$m 200 150 153.6 142.3 98.0 100 75.4 65.4 50 22.6 0 EGM Nov-12 to Jan-15 Revised Nov-12 Dec-14 to Nov-15 Total Net proceeds from Exits Distributions to shareholders Note: Revised total is manager estimate as at Oct 2014. Note: excludes further $17m of realised proceeds at Nov-15 distributed to investors in the following 12 months bringing the estimated total to be distributed in the Capital Return period to $115m. Source: Numis Securities Research, Company data Whether the latest realisation schedule is realistic is difficult to assess, in our view. However, the management group is heavily incentivised to return capital to shareholders in order to “earn back” its historic performance fee: VinaCapital entitled to 20% of shareholder distributions to “earn back” accrued fee 50% of any fee must be used by the manager to purchase shares 52 52 VinaCapital, is entitled to historic performance fees of $28.2m relating to 2008 that have been accrued in the NAV but not yet paid. As part of the continuation proposals in 2012, the payment of this deferred fee has been made conditional on distributions by VinaLand to shareholders. VinaCapital will be entitled to receive 20% of any distributions to shareholders during the three year Cash Return Period, subject to the following conditions: a. VinaLand shareholders will be entitled to the first $50m available for distribution. b. The investment manager will be entitled to 50% of all subsequent distributions until the 80:20 split has been reached. c. 50% of cash payments received by the investment manager from the deferred performance fee will be used to purchase VinaLand shares in the secondary market. These shares will be subject to lock-in arrangements, whereby after 12 months, one third of the shares acquired will be released from the lock-in each six months. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 d. The deferred performance fee outstanding at the end of the Cash Return Period is capped at a maximum of $5m should the investment manager not have recovered the full amount during the Cash Return Period or subsequent 12 month period (to enable cash to be returned from the SPV level to VinaLand and onto VinaLand shareholders). If payable, this residual amount would be satisfied through VinaLand shares (with value of the shares based on NAV rather than market price). Any accrued fees in excess of $5m that are not recovered by VinaCapital during the time period will be forfeited. The situation has been complicated by the ZDP issue in December 2013, as these have a covenant that forces VinaLand to deposit an amount equivalent to 25% of any distribution to Ordinary shareholders into a reserve account for the ZDPs. However, share buy-backs of up to of $1m per month are not being considered distributions in this context. Buy-backs of £26.2m since 2012 EGM Since starting its buy-back programme in October 2011, VinaLand has repurchased 64.6m shares with a value of $35m, equivalent to 12.9% of the share capital. This includes £26.2m since the EGM in 2012. Buy-backs were modest in 2013 due to cash constraints, but picked up in 2014. Figure 50: VinaLand - Share Buy-back History 3.5% Value of Buybacks $m 9 3.0% 8 2.5% 7 6 2.0% 5 1.5% 4 3 1.0% 2 0.5% 1 0 Quarterly Buyback as % Share Capital 10 0.0% Q4 2011 Q1 Q2 Q3 Q4 Q1 Q2 2012 Value £m (LHS) Q3 2013 Q4 Q1 Q2 Q3 Q4 2014 % Share Capital (RHS) Source: Numis Securities Research Outlook for Realisations Four potential exits in Q1 2015 David Blackhall is more upbeat about Vietnam’s Real Estate market than he has been at any time since the 2012 EGM. He has indicated that there are four potential exits by the end of Q1 2015 from projects in the South and Central Vietnam. These include a residential project in District 9, HCMC and a commercial project in District 1, HCMC. There is also more interest, in general, from investors, with some enquiries relating to the fund’s largest investments, including Century 21, a large mixed use project in District 2, HCMC. Chinese demand hit by political tension in H1 2014 In early 2014, there had been some potential interest from Chinese investors in buying the golf club and undeveloped land at Danang Beach Club. This went away following the political tensions with China that resulted in a drop in Chinese tourism, but charter flights from the country to Danang have now resumed. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 53 53 12 January 2015 There are a number of positive trends that should be supportive for realisations: ● Lending rates for real estate are trending down: They are now 9.0-10.5%, down from over 20% two years ago. ● Liquidity is improving: Most of the NPLs held by banks relate to real estate, and they have been reluctant to lend more to the sector in recent years. However, this is beginning to change, with property developers able to access capital once again. ● Increasing investor interest: With falling interest rates on cash and a weak gold price, local investors are starting to turn their attention to real estate once again. Domestic investors continue to dominate the Real Estate market, and local developers are once again able to access finance. However, interest is growing from international investors, primarily Korea, Singapore and Japan. Figure 51: Real Estate Buyers Offshore Thailand 4% 4% Figure 52: Real Estate Sellers Taiwan 2% Japan Netherlands Malaysia 2% 3% 5% Japan 6% Offshore 8% Singapore 8% Korea 13% Korea 13% Domestic 54% Domestic 63% Hong Kong 15% Source: CBRE Q3 2014 VinaLand does not have the resources to develop large projects Source: CBRE Q3 2014 Although no new investments will be made, investment is required to make some projects more attractive for sale. However, VinaLand does not have the resources to develop the major mixed-use projects (e.g. related to infrastructure and planning). For instance, David Blackhall estimates that Times Square in Western Hanoi would cost $280m to build out. Historic Exits Exits have typically been above carrying value Prior to the EGM in November 2012, VinaLand sold 10 assets at an average multiple over cost of 1.53x and at a weighted average of 9% over carrying value prior to exit. Since then, it has completed a further eight divestments with a gross sale value of just over $100m and net proceeds of $64.5m. These have been achieved at 32% above the valuation at the EGM and 9% above carrying value at exit. VinaLand no longer publishes its original investment cost for each holding, and some of the recent realisations will have been at a loss, notably the sale of the Sheraton Hotel in Nha Trang. However, this sale released the fund from significant debt, as well as future capital commitments. 54 54 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Table 14: Table 11: VinaLand - Record of Exits (US$m) Exit Date Investment Type Location May-09 Bai Dong Beachfront plot Cam Ranh Jun-09 Hilton Hanoi Hotel 5* Operating Hotel Hanoi Jun-09 Central Garden Net Value at Proceeds Exit Cost Value at EGM IRR Return on Return since Cost (x) EGM (x) Removed Debt 2.1 2.8 1.9 - 10% 1.07 - - 27.2 33.8 9.8 - 23% 2.78 - - Residential apartments HCMC 16.2 14.5 14.0 - 10% 1.16 - - Dec-09 Oasis Mixed use devel. site 21.8 13.4 13.8 - 22% 1.58 - - Dec-09 Golden Westlake Residential apartments Hanoi 27.2 29.2 15.2 - 20% 1.79 - - Jun-09 Mandarin Gardens Residential apartments Hanoi 57.1 49.2 41.0 - 29% 1.39 - - Oct-10 Quoc Te Residential devel. site HCMC 10.6 8.6 5.7 - 16% 1.86 - - May-11 Bai Dai Beachfront plot Nha Trang 1.6 1.0 1.2 - 9% 1.38 - - Aug-11 Savico Tower Office devel. site HCMC 18.7 16.1 11.5 - 16% 1.63 - - Mar-12 Legend Hotel 5* Operating Hotel HCMC 23.1 19.5 21.0 - 3% 1.10 - - 205.5 188.1 135.0 HCMC Total pre-EGM Nov-12 1.52 Jan-13 Nguyen Du Operating office Hanoi 3.2 3.00 3.40 3.4 -2% 0.94 0.94 0.0 May-13 Sheraton 5* Operating Hotel Nha Trang 3.1 2.7 37.5 2.7 -55% 0.08 1.15 25.0 Jul-13 Signature 1 Condo devel. site HCMC 2.7 2.8 2.8 2.8 -1% 0.96 0.96 0.0 Oct-13 Hao Khang Residential devel. site HCMC 4.6 4.5 5.1 5.0 -2% 0.90 0.92 0.0 Dec-13 Mercure Hotel 3/4* Operating Hotel Hanoi 1.7 1.8 n/a 2.5 n/a 0.68 4.0 Jan-14 Movenpick Saigon 5* Operating Hotel HCMC 16.1 13.5 25 # 14.9 n/a 1.08 1.7 Jul-14 Movenpick Hanoi ~ 5* Operating Hotel Hanoi 19.9 19.0 n/a 6.3 n/a 3.15 0.0 Aug-14 Marie Curie Office/Resi devel. site HCMC 10.9 9.5 n/a 8.7 n/a 1.25 0.0 Oct-14 Capital Square (partial) Mixed use Danang 3.2 3.3 3.3 65.4 60.1 49.7 1.32 30.7 Total since EGM Nov-12 Note: value of Capital Square partial disposal was not valued separately at time of EGM in Nov-12, but we have included at carrying value prior to sale of $3.3m. Cost of investments not released for recent exits # value in mid-2011, ~ included other small hotels Source: Company & Numis Securities Research Fees Moved to declining fixed fee following 2012 EGM As part of the 2012 EGM proposals, the Board negotiated significant changes in the remuneration of the investment manager in order to reduce costs and incentivise realisations. The management fee was reduced from 2% of NAV, equivalent to $11.25m pa, to a fixed annual fee of $8.25m in the first year, $7.5m in the second year and $6.5m in the third year (currently equivalent to 1.59% of net assets). In addition, the previous performance fee arrangement was terminated. This was based on 20% of NAV returns above an 8% pa hurdle, subject to a high watermark. Rather, there was an incentive for VinaCapital to “earn back” its historic performance fee of up to $28.2m that had been accrued but not paid (as described above). Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 55 55 12 January 2015 Current Portfolio The breakdown of the portfolio by stage and geography is summarised below. Most investments are located in HCMC, although there are also significant assets in Danang, Nha Trang and Hanoi. Figure 53: VinaLand - Investments by Stage Developme nt Stage 29.0% Figure 54: VinaLand - Portfolio by Geography Operating Assets 1.5% Central Vietnam 29% Hanoi 8% Land Banking 8.1% Ho Chi Minh City 63% Planning Stage 61.9% Source: Company data as at 31 Oct 2014 Source: Company data as at 31 Oct 20144 There are four projects under development with a combined value of $120.2m, equivalent to 29% of net assets: Focus is on more affordable developments ● Danang Beach Resort (13.4% NAV): This is a 260 ha resort in Danang, central Vietnam (held in two parcels: the main site 248 ha and an adjoining beachfront plot of 12 ha). It includes a Greg Norman designed golf course and a number of residential developments. Sales of the Ocean Villas began in 2010, and 97 have now been sold and handed over to buyers at prices of $575,000 upwards, with just five beachfront properties remaining. A smaller 15 villa development on the golf course (The Dunes Residences) also sold well, and a further 40 three-bedroom villas are planned (reservations have been received for 13 of the first 20 in Phase 1 of the development at prices of c.$240,000). Building on the Cham apartments stalled in 2012, but the project was relaunched as the Ocean Apartments in April 2014, with 34 of 46 apartments sold at prices of $90-235,000, allowing construction to recommence. However, the luxury Norman Estates villas at prices in excess of $1m have struggled to sell. In addition, there had been some interest from Chinese buyers in acquiring the golf course and some development land, although this stalled in Q1 following the political hostilities (charter flights have only recently resumed from China to Danang). An island development near HCMC ● Dai Phuoc Lotus (7.5% NAV): This is a 198.5 ha island township project in Dong Nai province, near Ho Chi Minh City. To-date, 209 out of 332 villas released have been sold, with 152 handed over to buyers. The project has little debt, and VinaCapital is seeking to refine its planning permission to allow for smaller lot sizes, as well as for the right to sell off undeveloped land plots. 56 56 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Retail development should help sales of Azura tower ● Capital Square Danang (4.2% NAV): This is a mixed-use development in central Danang, formally called the World Trade Centre. The residential Azura apartment tower was completed in 2012, but to-date only around 40% of the 225 units have been sold. However, VinaLand recently agreed to sell its 38.25% holding in 2.07 ha of the 8.6 ha site to a large retail developer for $3.2m. The buyer is planning to build a modern shopping mall and hotel, which should be positive for VinaLand’s residential sales. A large scale residential project in central Vietnam ● My Gia township (c.4% NAV): This is a large-scale 150 ha township project in Nha Trang, central Vietnam. The first phase commenced with a 28.5ha parcel in land plots of 100 sqm. As at Q3 2014, 571 lots out of 763 launched had been sold. The strategy is also to sell bigger land parcels to investors. Residential sales performance has been picking up in recent months, albeit following a low level. There were net sales of 121 units in first nine months of 2014 up from 93 in the same 2013. Most of VinaLand’s projects under construction are now mid-range residential homes/villas with land. This is because construction can largely be self-financed through pre-sales and staged payments (rather than via debt). In addition, it is possible to phase the stages of development, particularly for the larger projects, to allow for market conditions. In contrast, condominium projects require significantly more debt funding and have far less flexibility to make adjustments to allow for market conditions. Residential developments can be largely self-funded Figure 55: VinaLand - Valuation by Sector Figure 56: VinaLand - Number of Investments by Type 9 200 Number of Investments 8 US$ million 150 100 50 Danang Beach 7 Capital Square 6 Dai Phuoc Lotus, My Gia 5 4 3 2 1 0 0 Residential Mixed Use Investment Township Value Hospitality Debt Residential Mixed Use Planning Construction/Sales Source: Company data as at 31 Oct 2014 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange Township Hospitality Operating Source: Company data as at 31 Oct 2014 57 57 12 January 2015 Number of assets reduced to 27 There are now 27 assets in the portfolio, down from a peak of 46 in early 2009. The largest investments are listed below. Table 15: VinaLand Portfolio as at 31 October 2014 Site Value Bank $m Projected $m Debt $m Investment* Status 17.1 72.3 21.2 0.2 Planning 248.3 13.4 56.6 12.7 3.9 Development 198.5 7.5 31.7 0.8 2.0 Development 0.0% 1.4 7.1 29.9 24.7 8.1 Planning 46.5% 15.5% 3.1 6.7 28.1 0 0.6 Planning Mixed Use 65.0% 0.0% 4.0 6.2 26.0 0 0.0 Planning Dong Nai, HCMC Township 40.0% 0.0% 250.2 5.1 21.4 0 3.3 Planning Trinity Park District 9, HCMC Residential 75.0% 25.0% 33.7 4.8 20.3 0 1.1 Planning Green Park Estate HCMC (nr airport) Mixed Use 52.6% 28.3% 15.7 4.4 18.6 0 0.0 Planning Capital Square (Danang WTC) Danang Mixed Use 61.0% 20.3% 9.0 4.2 17.9 4.2 6.1 Development Top 10 76.4 322.7 63.7 25.3 17 Other Investments 23.6 99.5 7.6 5.9 100.0 422.2 71.3 31.2 Investment Location Sector VNL VOF Century 21 District 2, HCMC Danang Beach Resort Dai Phuoc Lotus Residential 75.0% 25.0% 30.1 Danang Residential 75.0% 25.0% Dong Nai, HCMC Township 54.0% 18.0% Pavilion Square District 1, HCMC Mixed Use 90.0% VinaSquare District 5, HCMC Mixed Use Times Square Hanoi My Dinh, Hanoi Aqua City Total Area ha % NAV * To 2015 Debt and projected investment represent VNL portion as at 30 Jun 2014 Source: Company data Outlook by Sector Residential: Demand is focused on landed townhouses in a price range of $100,000$150,000, as well as low end/affordable condominiums. The average price of $1,0001,500 sqm for condos in the major cities is cheap relative to elsewhere in Asia, but the prices are still high relative to income. Most purchases are in cash, supported by family wealth, although mortgages are available for up to 70% LTV, as well as favourable payment terms from developers offering two-to-five years credit. From July 2015 it will be easier for foreigner investors to own property Since September 2009, restrictions on overseas Vietnamese (Viet Kieus) owning more than one house/apartment have been relaxed. In addition, resident foreigners have been allowed to buy apartments for the first time. With effect from 1 July 2015, the rules on foreign ownership will be relaxed further, allowing foreigners to lease and own up to 30% of an apartment building or 250 villas or detached houses in a ward administrative unit (or a residential area with equivalent population). It will also be possible for foreigners to get access to mortgages in Vietnam. Secondary residential property prices have been rising for the first time in years, and these measures should be supportive of further liquidity. Townships: These are larger projects over 100 ha, principally focused on residential development. In some cases, VinaLand’s township investments are at an early stage and they are essentially land banks. However, two townships are currently being developed (Dai Phuoc Lotus and My Gia). Oversupply of top-end retail Retail: VinaLand has a number of Retail sites as part of Mixed-Use developments in prime sites, including Hanoi (Times Square), HCMC (Pavillion Square and VinaSquare) and Danang (Capital Square). The aim is to get pre-commitments from large international retailers before construction of any project commences or to sell the sites with planning permission. There are positive long term fundamentals in the Retail sector reflecting the growing disposable wealth in Vietnam, and both Starbucks and McDonalds recently entered the country. However, there is currently an oversupply of high end retail sites in Hanoi, and a number of new shopping centres are due to open in HCMC in 2015 which is expected to put downwards pressure on rentals in the near term. 58 58 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Most of VinaLand’s hotels have been sold Hospitality: Hotels formed a core part of VinaLand’s original strategy and it was active in acquiring and refurbishing existing hotels, while it also built the Sheraton in Nha Trang. However, most of these have been sold in recent years. Although the equity proceeds were sometimes modest, the sales significantly reduced the fund’s debt levels (notably the Sheraton) and future capital commitments (e.g. Legend, HCMC). VinaLand still has six hotels, but these are small, representing just 3.5% of net assets. The fund does not have a stake in the Hanoi Sofitel Metropole which is held solely within VOF. The hotel sector was impacted by political tensions with China in Q2 2014, and although the number of international visitors still increased in 2014, there is an over-supply of topend five star hotels. VinaLand has little exposure to Offices Offices: Vietnam’s office market suffered post Financial Crisis, with significant over capacity and falling prices. The commercial market is now strong in HCMC with c.10% vacancy of Grade A office space at $35/sqm, whereas it remains weak in Hanoi with over 30% vacancy and prices of 30 sqm in CBD offices. VinaLand’s exposure to this market is solely through mixed use projects. Balance Sheet As at 30 September, VinaLand had cash of $33.4m, equivalent to 8.1% of net assets. It has gearing of 6.5% of net assets at the fund level through ZDPs, as well as underlying project debt equivalent to 17.7% of net assets. 8% ZDPs issued in Dec 2013 with three year life ● ZDP: In December 2013, VinaLand issued £15m Zero Dividend Preference shares (ZDPs) with a gross redemption yield of 8% pa and a three year life. On the face of it, the issue of the ZDP was unnecessary, as the fund has generated sufficient proceeds from realisations to meet expenses and maintain the buy-back programme. However, David Blackhall points out that holding cash has enabled VinaLand to refinance the debt of several projects at more attractive terms. Vietnamese banks are unable to roll loans forward, and the company’s cash enables the loans to be repaid and then replaced with new debt. The ZDPs are currently trading at 112.5p, equivalent to a GRY of 5.9%. Project debt is modest ● Project debt: VinaLand’s projects are financed through a mixture of debt/equity funding as well as pre-sales, particularly in residential developments. In general, debt tends to be higher for hotels and commercial projects where there is less presale financing, although residential developments also need investment in infrastructure (e.g. the golf course for the Danang Beach Resort). If a project borrows from a Vietnamese bank, the debt must be denominated in VND, other than where it relates to overseas expenses. As a result, a development would typically have 80% VND borrowings and 20% US$. This debt usually has a 4-5 year maturity and a floating interest rate, adjusted quarterly. Taxation Onshore sales to locals incur a 22% tax liability All else being equal, it is easier for VinaLand to sell to foreign buyers as the corporate entity can usually be sold overseas without triggering a tax liability (its investments are typically structured as a Singapore SPV due to the country’s double tax treaty with Vietnam). In contrast, selling a property onshore in Vietnam will result in taxation of 22% on profits. Furthermore, the proceeds can only be repatriated once there is sign-off from the tax authorities following the fiscal year-end. On the other hand, local property investors in Vietnam tend not to be IRR focused as they regard land as a store of wealth and an alternative to gold. Furthermore, they are often willing to pay high prices for “trophy” assets. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 59 59 12 January 2015 Residential Sales Contracts Payments on residential sales are staged The majority of VinaLand’s residential sales contracts relate to pre-purchase agreements, whereby home buyers make staged payments throughout the construction period, with collections occurring over an 18-24 month timeframe. Typically, buyers of residential properties in Vietnam make a 10-15% deposit once the foundations are in place, with regular payments to reach 95% of the sale price at hand over (with the remaining 5% paid on receipt of the “Red Book” which represents legal ownership). Although VinaLand does not own the land at projects such as Danang Beach Resort, it is able to sell houses with freehold land status to local investors. Under SPAs, payments can only be received once the slab on a property has been laid for foundations. In 2010, however, the government also introduced Capital Contribution Agreements (CCAs) whereby developers can pre-sell up to 25% of a project. The rationale for this was that developers were finding ways to get deposits from investors without legal sales contracts in order to finance projects. Foreign developers can now sell land lots One positive development for VinaLand has been a decree that came into effect in March 2013 that allows foreign real estate investors to sell land lots with completed infrastructure, subject to approval by the local authorities. Previously, land sales could only be made in conjunction with a property. Planning consent for the change is taking time to achieve but should be positive for VinaLand’s township developments such as My Gia and Dai Phuoc Lotus, as most of the profit comes from the value of the land, rather than through construction of the villas (many are sold as shells). NAV Performance and Valuation Policy VinaLand’s NAV has fallen modestly since launch in March 2006 from $0.97 to $0.92 per share at 30 September 2014. However, this disguises significant unrealised gains in 2007 and H1 2008 based on the revaluation of projects following land acquisition and planning approval. Despite a number of profitable exits, the NAV suffered in subsequent years from a write-down of assets (particularly hotel and land bank projects) to reflect weaker market conditions. Although the NAV has been falling for some time, VinaCapital believes that the development property sector has reached a cyclical trough, helped by lower interest rates and funding costs. Liquidity is picking up and prices are expected to improve over the next three-to-five years. Reflecting this, VinaLand’s NAV was flat in the first nine months and we see scope for a modest increase at the year-end valuation. 60 60 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Figure 57: VinaLand - NAV by Calendar Year 40% 33.8% % MAV Return 30% 17.1% 20% 10% 1.1% 1.0% 0% (2.2%) -10% (11.3%) (13.2%) (11.9%) (12.5%) -20% 2006 2007 2008 2009 2010 2011 2012 2013 2014 YtD Note: to 30 Sep 2014 Source: Company & Numis Securities Research Quarterly NAV, with each asset valued independently every 12 months VinaLand’s NAV is released quarterly and is determined by a valuation committee, consisting of independent Board members. Each property is valued at least every 12 months by two independent valuers including: CB Richard Ellis, Savills, Jones Lang LaSalle and Colliers. The Board evaluates the valuations provided and does not simply take an average of the two. In addition, the properties are assessed for impairment by the valuation committee each quarter. Valuations difficult due to lack of transactional data Projects are typically revalued at various approval stages such as Investment licence, construction permit and 1-500 planning approval, while adjustments are also made based on firm offers. Unfortunately, there is little transparency over property prices in Vietnam as there is no history of transactions and many deals are purely financed through cash. Accurate valuations can be particularly difficult for large development sites due to the number of assumptions that need to be made. Projects are typically valued at cost if they do not have Investment Licence or Master Planning approval. As at 30 September 2014, projects held at cost represented 7.6% of net assets. Share Price Returns and Discount Price has risen over past year VinaLand’s share price peaked at $1.69 in March 2007 and then touched a low of $0.29 in March 2009 during the global financial crisis as a result of distressed selling by certain shareholders. The price recovered strongly in 2009 and rallied to $1.00 after the result of a strategic review was announced on 28 October 2010, promising the return of capital to shareholders. However, it weakened in 2011 due to the combination of a difficult economic environment in Vietnam, general investor risk aversion, and delays in the return of capital. At the time of the EGM in November 2012, the share price was $0.4285, but has risen this year to $0.5875, representing a discount to NAV of 36%. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 61 61 12 January 2015 We expect buy-backs to accelerate In order to tackle the discount, the Board/Managers have significantly improved the levels of portfolio transparency, adopted more proactive marketing and used free cash to buy-back shares. We expect buy-backs to accelerate over the next year as realisations pick up, and there is the potential for a larger return of capital via a tender if there is an exit from one of the major investments in the portfolio. The Board has flexibility on how to return capital, and we believe that an effective mechanism would be to hold a reverse auction tender. Under the auction process, the company specifies the value that can be repurchased, and shareholders choose the price (or discount) at which they are willing to sell all, or part of, their holding. The tender price is then set at the clearing level at which the aggregate supply of stock from shareholders matches the overall value to be redeemed. Figure 58: VinaLand - NAV & Price Returns Figure 59: VinaLand - Discount History 3.0 80 60 % Discount(-) / Premium(+) Total Return (US$) 2.5 2.0 1.5 1.0 0.5 40 20 0 -20 -40 -60 -80 Price NAV Mar-14 Mar-13 Mar-12 Mar-11 Mar-10 Mar-09 Mar-08 Mar-07 Vietnam SE Note: Index rebased to $1.00. Source: Datastream, Bloomberg Primarily owned by Swiss investors -100 Mar-06 Mar-14 Mar-13 Mar-12 Mar-11 Mar-10 Mar-09 Mar-08 Mar-07 Mar-06 0.0 Source: Datastream, Bloomberg VinaLand has a broadly diversified shareholder base. Swiss investors, primarily private banks and family offices, own an estimated 45% of the share capital, with c.15% held by investors elsewhere in continental Europe and c.10% in the US. In addition, VOF holds a stake of 8.3%. The ownership of UK investors is far lower than for most other Londonlisted funds. Longer Term Future Ongoing commitment to return capital expected whilst discount remains wide The three year realisation strategy EGM in November 2012 bought VinaLand some time to try to maximise value from the portfolio. However, the company will have to come back to shareholders by November 2015 with a further proposal for continuation (a special resolution requiring the support of 66.7% of votes cast). In our view, it is too early to speculate on the outcome. The realisation programme is currently behind schedule, but the outlook is improving and the share price is starting to recover. Provided this momentum is maintained, we believe that investors would be likely to approve the fund’s continuation. However, we feel that there would need to be an ongoing commitment to return capital to shareholders whilst the discount remains wide. 62 62 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Full realisation strategy could have an implication for asset valuations An alternative would be for VinaLand to adopt a permanent realisation strategy, potentially with a new fee structure to incentive shareholder distributions. However, being seen as a forced seller of assets could lead to a significant destruction of value, in our view. This is partly because the company’s bargaining power in the market would be weakened. In addition, most investment licences and approvals in Vietnam contain obligations to undertake development works within a specified period of time. In the past, the authorities have withdrawn investment licences from investors/developers who are deemed to have not fulfilled their obligations. Although this is rare, two of VinaLand’s investment licenses in Hanoi were withdrawn by the government for alternative uses, but VinaCapital was able to negotiate a positive outcome via a land swap. If the discount continues to tighten, it may be possible for the manager to gain support to reinvest a proportion of exit proceeds in new projects or to develop existing assets. However, David Blackhall is clear that VinaLand is an investment fund, rather than a real estate development company. Any future investments would be opportunistic, primarily in residential developments or refurbishments, rather than townships/land banks or big mixed-use developments. Vietnam Infrastructure Raised over $400m in 2007 Vietnam Infrastructure (VNI) was launched on AIM in July 2007 at the top of the market before the financial crisis, having raised $402m to invest in infrastructure and infrastructure-related assets in Vietnam. Struggled to meet original mandate Performance has suffered in a difficult market environment since the fund’s launch, and there have been a number of write-downs in the company’s early investments. In addition, the fund has been struggling to seek an identity, with questions over the original mandate given the difficulty of investing directly in infrastructure projects in Vietnam on a commercial basis. The fund faced a continuation vote in 2017, and the recent strategy has been to focus on more liquid quoted infrastructure investments. Reconstruction Shareholders approved proposals to restructure On 9 October 2014, the Board announced that, following consultation with a number of shareholders, it would to bring forward proposals to restructure the company. These proposals were approved by shareholders at an EGM on 15 December. The aim is to allow long-term investors to retain exposure to Vietnam, whilst providing a phased exit for shareholders seeking to realise their investment. The restructuring involves splitting the portfolio into two pools represented by two share classes, both listed on AIM: To invest all listed assets in new open-ended fund ● Listed Portfolio Shares: Shareholders will be issued one new “Listed Portfolio Share” for every current share held. This will invest all of its assets into a new openended fund, called the VCG Partners Vietnam Fund (VVF), which will be a sub-fund of Forum One, an existing Luxembourg OEIC. VNI’s listed equities and bonds will be transferred to VVF which will have a “broad investment strategy focused on Vietnam equities”. Initially, there will be no other investors in VVF. Target exit date of June 2017 ● Private Equity Shares: VNI’s existing share class will retain the private equity assets. A realisation strategy will be adopted, with a target exit date of June 2017, to coincide with the scheduled continuation vote. Proceeds from the portfolio will be distributed to holders of the Private Equity Shares in cash or as units in VVF (with the latter being the default option). Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 63 63 12 January 2015 Scheme to be implemented in Q1 2015 As at 30 November, $101.1m was invested in listed equities bonds, with $102.7m in unquoteds and $12.4m in cash. The restructuring is expected to take place in Q1 2015, once regulatory approvals have been received. However, the manager is seeking to realign the Listed Portfolio ahead of this date. Three switching dates into VVF Ability to Exchange: Holders of the Listed Portfolio Shares will be able to exchange a portion of their investment for units in VVF on three distribution dates in the 12 months following VNI’s reconstruction, on the basis shown in the table below. Table 16: VNI - Exchange of Listed Portfolio Shares into VVF Distribution First distribution date Second distribution date Final distribution date Date UCITS shares distributed Exit Discount 21 days after admission to AIM 33.3% 4% 6 months after First distribution date 50% of remaining shares 2% 12 months after First distribution date 100% of remaining shares 0% Source: Company data The discount will accrue to the benefit of remaining holders of Listed Portfolio Shares, and there will be a “mix and match” facility to enable shareholders to exit from more than their basic entitlement to the extent that others do not elect to exchange. At the final distribution date (12 months after reconstruction), all remaining Listed Portfolio Shares will be automatically exchanged into VVF units, and the listing on AIM of this share class will be cancelled. VVF units will be redeemable twice a month at NAV with no redemption fee for investors who acquired their shares through VNI. We expect most investors to seek an exit The phased exit from the Listed Portfolio Shares into VVF is unusual, but gives VinaCapital time to reorganise the quoted portfolio in an orderly manner. It also provides an open-ended vehicle for VinaCapital that will have initial assets of over $100m. However, we believe that the group will need to attract new buyers within the first year as we believe that most of the existing investors are likely to seek an exit. Quoted Portfolio VVF will have a much broader quoted portfolio As at 30 November, there were 17 listed investments in the portfolio and four bonds. The listed holdings were all infrastructure related, but the aim is now to invest across all sectors. The number of stocks will increase to c.40 and will include mid-caps, as well as “blue chips”. VNI’s listed portfolio has had a strong track record since 2012, as illustrated below, although we believe that this is partly because listed infrastructure stocks have performed strongly over this period. 64 64 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Figure 60: VNI - Quoted Portfolio Track Record (US$) 60% 50% 40% 30% 20% 10% 0% 2014 YtD 2013 VNI listed portfolio performance 2012 Vietnam Stock Index Source: Company data to 30 September 2014 Unquoted Portfolio There are six unquoted assets, but the vast majority of the value is represented by three investments: BTS tower company ● SEATH (28.7% of net assets): Southeast Asia Telecommunications Holdings is a Singapore-based holding company that is the largest private investor in Vietnam in base transceiver station (BTS) towers for mobile networks. The business has grown through acquisitions, and as at 30 June 2014 it had 1,927 BTS towers leased under long-term contracts with key mobile operators at a tenancy ratio of 1.2. In H1 2014, SEATH had an EBITDA margin of 59.0% and a net margin of 21.0%. First phase of park completed ● Ba Thien Industrial Park (11.5%): a 308ha project located in Vinh Phuc province, 20km from Noi Bai International Airport and 45km from Hanoi city. Infrastructure for the first 40ha phase of the project has been completed, and work on the second 40ha phase started in Q2 2014. A number of tenants are building factories on the site (including Nippon Paint, Deahuynst and Suzukaku), with marketing targeted at Japanese and Korean investors. Aircraft leasing company ● VALC (4.9%): Vietnam Aircraft Leasing is the only aircraft leasing company in Vietnam. Founded in 2007, has a fleet of 15 planes leased to Vietnam Airlines including the ATR-72 and Airbus A321. In H1 2014, VALC generated revenues of $40m and net income of $12m. The company had assets of $776m, with shareholders’ equity of $64m. In discussions to sell stake in Long An Industrial Park There are three other unquoted investments representing c.2.5% net assets. These include Long An Industrial Park, a 1,925 ha green-field project in Long An Province, 30km south of HCMC. The mixed-use project is divided into four components, comprising a 396 ha industrial park, a 236 ha industrial service area, a 1,145 ha residential area and a 145 ha sea port with 2.4km of frontage. VNI had no involvement in the residential area, but held stakes in the industrial park (37.5%), sea port (50.0%) and industrial service area (37.5%). VNI has already sold its stake in the industrial park and sea port to its domestic joint venture partner, Dong Tam Group (DTG). It is in discussions to sell the remainder, with payment expected to be spread over 24 months. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 65 65 12 January 2015 Management and Fees Tony Hsun will remain manager of VVF VNI is managed by Tony Hsun who joined the group in October 2009, following over 25 years’ experience investing in infrastructure projects on a global basis. Previously, he was Senior VP of business development at Orix Corp in Tokyo. He will remain in charge of the unquoted portfolio and is expected to become lead manager of VVF. Revised fee structure There will be no management fee on either listed share class. However, VinaCapital will charge a fee of 1.5% of NAV on VVF (with no performance fee). In relation to the Private Equity portfolio, VinaCapital will receive 3% of sale value once an asset is realised and the proceeds distributed to shareholders, as well as an incentive fee of 10% of the aggregate of all sales proceeds over the aggregate of 75% of book value as at 30 June 2014. The incentive fee will only be paid once all assets have been realised and the proceeds distributed to shareholders. The Board states that the fee structure is designed to “incentivise VinaCapital to maximise the sale proceeds and to minimise the time taken to realise the private equity assets at attractive valuations”. Historic Performance and Discount The historic performance of Vietnam Infrastructure is disappointing, with the NAV down c.28% since launch on a total return basis. This was partly a reflection of the timing of its IPO, although we believe that the original management team also made some poor investments in illiquid assets that have subsequently been written down (e.g. hydropower plants with insufficient water flow). There are no directly comparable funds or indices, making it difficult to benchmark relative performance. VNI has operated an active buyback programme VNI’s share price collapsed in late 2008 as a result of distressed selling and reached a low of less than 10c, equivalent to a discount of 80% and well below the value of the company’s free cash resources. In response to this, VNI returned $40.2m ($0.10 per share) to shareholders through a special capital distribution on 16 January 2009. The share price subsequently recovered, helped by the introduction of a buy-back programme (it has repurchased 12.9% of its share capital since August 2012, with a value of $18.4m). The Board suspended its share buy-back programme when its restructuring proposals were announced in October 2014, and the future policy towards buy-backs will be reviewed once the reconstruction has been completed. Shareholder base became dominated by value investors The discount has narrowed in recent years, but the shareholder base has become increasingly dominated by value investors. Ironsides Partners, a hedge fund group managed by Robert Knapp, has built a stake of 23.5%, having acquired a 10.7% position in June from Temasek the Singapore investment group (which had invested at IPO). In addition, Weiss AM, a US hedge fund, owns a stake of 11.1%. Ultimately, the listed structure never matched the long term investment horizon needed to invest in infrastructure development projects in Vietnam. Instead, listed investors have focused on operating infrastructure assets in developed markets that are able to pay a predictable yield. 66 66 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Figure 61: VNI - Price and NAV History Figure 62: VNI - Discount History 1.2 10 0 % Discount(-) / Premium (+) 1.0 US$ per Share 0.8 0.6 0.4 0.2 0.0 -30 -40 -50 -60 -70 -80 -90 Jul-14 Jul-13 Jul-12 Jul-11 Jul-10 Source: Morningstar Jul-09 Jul-08 Price -20 Jul-07 Jul-14 Jul-13 Jul-12 Jul-11 Jul-10 Jul-09 Jul-08 Jul-07 NAV -10 Source: Morningstar VNI’s share price rose 11% to $0.50 when the restructuring proposals were first announced in October, but the price has since fallen back a little due to weakness in Vietnam’s quoted market. The current price of $0.49 per share represents a market cap of $172m and a 20% discount to estimated NAV. It is difficult to estimate the realisable value of the unquoted portfolio, but the largest two investments both appear attractive, in our view. As a result, we see potential upside from the current share price and it appears an attractive way to gain access to the open-ended fund if looking for exposure to the Vietnamese equity market. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 67 67 12 January 2015 Dragon Capital Funds Established 20 years ago Dragon Capital is the longest established closed-end fund manager in Vietnam having been formed in 1994 at a time when there was no publicly traded equity market. The firm has grown to a headcount of 95 with $1.3bn under management, principally in listed equities. Dragon Capital is based in Ho Chi Minh City, and has offices in Hanoi, Bangkok, Hong Kong and the UK (regulated by the FCA). Bulk of Dragon’s assets still represented by OTC traded closedend funds At one stage, the group managed five closed-end funds, mostly OTC traded vehicles domiciled in the Cayman Islands. However, Vietnam Resources adopted a realisation strategy in 2010, while Vietnam Dragon (a fund primarily owned by Japanese investors) open-ended in 2011. Dragon’s largest mandates are still the CEFs, VEIL ($544m) and Vietnam Growth ($292m), while it also runs Vietnam Property Fund ($66m). However, Dragon launched an Irish UCITS fund in September 2013, which has assets of $13m, and it also manages an open-ended debt fund ($43m) and a Mekong Clean Tech Fund ($40m). Group suffered from Tiberon investment in 2009 Dragon Capital went through a difficult time in 2009 due to an ill-fated investment in Tiberon, which held a controlling interest in the Nui Phao Tungsten mining project located to the north of Hanoi. Vietnam Resources made a substantial investment following its launch in 2007, but Dragon also took significant stakes across its other funds (with the exception of the Property fund). Falling equity markets in 2008 meant that Tiberon became a substantial holding in all of these funds (VEIL initially invested around 10% of assets in Tiberon, but this reached more than 20% of the portfolio in 2008). However, there were significant writedowns in value after the mine failed to obtain project finance. Subsequently, the government threatened to withdraw the mining licence, and Dragon was forced to sell its interest to Masan Group Corporation in mid2010, with VEIL and VGF receiving restricted securities in Masan. Management Resources Well-resourced and experienced team This episode led investors to question the group’s risk controls, and in response, a more formal investment process was implemented. Dominic Scriven, a Vietnamese speaker, was appointed in a new role of CEO, while John Shrimpton, the other co-founder, resigned from the firm. Dominic is supported by Bill Stoops (CIO), who joined the group in 2006. VEIL and VGF both have two portfolio managers, responsible for stock selection, supported by seven equity analysts who specialise by sector. The group also has two economists, two fixed income analysts and a clean technology analyst. The Property team that manages Vietnam Property Fund is led by Fraser Wilson, supported by a team of four. Vietnam Enterprise Investments (VEIL) Largest Vietnam CEF with an equity focus Launched in 1995, VEIL grew though C share issues in 1997, 2001 and 2002 and 2006. At the peak in 2007 it had a market capitalisation of over $900m and traded on a substantial premium. However, weak markets and a widening discount saw its market cap fall to $170m in 2009, though it has since recovered to $431m, making it the second largest Vietnam focused closed-end fund. 68 68 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Investment Strategy Historically had a high weighting in Banks Historically, VEIL was differentiated from its peers by its strategic ownership of Bank stocks. For instance, at the end of 2009, 38% of its portfolio was invested in the sector, principally through ACB (22.2%) and Sacombank (12.1%), having held both since before they were first listed. Dragon believed that development of the financial system in Vietnam would be a core part of the country’s economic growth. In addition, foreign ownership of the Banking stocks was at the upper limit of 30%, meaning that it would have been difficult to trade in and out of the sector. Nevertheless, the holding in Sacombank was reduced in 2010, and banks have been through a difficult few years as a result of weaker economic growth and a high level of non-performing loans (NPLs). VEIL’s exposure to Banks is now far lower at 12.6%, which is less than the Vietnam Index weighting of 18%. Mandate was modified in 2010 In the past, VEIL has had significant exposure to private equity and OTC stocks. However, following the experiences of the investment in Tiberon, VEIL’s mandate was modified in 2010 with an objective to exceed the Vietnam Index (total return in US$ terms) on a rolling three-year basis. The emphasis is now on listed equities and VEIL’s exposure to Private Equity/OTC has fallen from 25.6% in 2011 to just 1.1% today. It will still invest in OTC stocks, including SOE privatisations, provided that they are expected to list within two years. Portfolio Low turnover, fundamental approach VEIL’s portfolio has around 25 holdings, and the manager seeks to add value through taking core positions in stocks that offer value but have strong growth characteristics and good corporate governance. The portfolio turnover is low at just 26% over the past three years reflecting the long term approach, and the fund can take strategic holdings and invest in less liquid mid-caps. The managers seek to identify top-down themes and have been adding to Real Estate companies, with an emphasis on small developers. They are considering the timing of when to add to Banks again given the benefit of falling NPLs and stronger economic growth. In addition, they are looking at adding to energy service exposure where share prices have been hit by weak oil prices. Portfolio became highly concentrated The portfolio has been very concentrated, and 60% was represented by just three stocks at the end of 2011. Vinamilk and ACB were long standing investments, both acquired more than a decade ago before they were listed, while VEIL’s exposure to Masan came in 2010 as “compensation” for the loss of the stake in Tiberon. Initially, these were in the form of promissory notes, but these were subsequently converted into Masan shares subject to a lock-in. Some of the shares were sold in 2013 and VEIL is now able to sell up to 50% of its position, with the remainder locked-up to September 2015. But largest investments have been reduced ACB’s weighting has fallen as a result of underperformance, reflecting the tough market for banks. However, VEIL has had a deliberate strategy to reduce the portfolio concentration over the past year or so, with the holding in Vinamilk reduced in late 2013 and again in mid-2014, taking advantage of the foreign premium. As a result, the top three investments now represent 34% of net assets. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 69 69 12 January 2015 Figure 63: VEIL - Portfolio becoming more diversified Figure 64: VEIL - Performance of Largest Holdings 70% 30 60% 50% % Total Retun in US$ % of Net Assets 25 20 15 10 40% 30% 20% 10% 0% -10% 5 -20% -30% 0 Vinamilk Dec-11 Dec-12 Vinamilk Dec-13 Masan Masan ACB Nov-14 ACB 2011 2012 2013 Vietnam Index 2014 Source: Company data Source: Bloomberg Table 17: VEIL - Largest Holdings as at 30 November 2014 Weight Return P/E Net assets in VN Index % 2014 YtD 2014 2014 2015 P/BV Yield 10.0 (10.1) 16.6 (8.7) 14.7 5.1 3.4 10.1 2.7 52.0 7.5 74.8 2.6 2.5 5.6 10.0 6.4 (3.6) 73.3 69.9 166.8 3.9 - Banks 7.9 - 0.8 14.5 19.2 14.3 1.0 - REE Refrigeration systems 7.3 0.8 (3.8) 7.9 (12.8) (5.2) 1.3 5.8 Saigon Securities SSI Financial Services 6.9 1.0 71.6 13.7 85.9 (16.3) 1.9 3.3 FPT Corp FPT IT 5.9 1.7 31.6 10.5 (2.5) 13.9 2.2 4.2 Kinh Bac City KBC Real Estate 4.0 0.7 68.4 21.2 221.8 118.8 1.2 - Hau Giang Pharma DHG Pharma 3.2 0.9 22.2 16.9 0.5 9.1 1.7 4.3 PV Gas GAS Oil & Gas E&P 3.2 14.0 10.3 14.4 (3.5) 22.5 3.6 2.1 36.4 15.7 19.9 22.6 2.0 2.9 Company Ticker Industry Vinamilk VNM Dairy Products 14.3 Hoa Phat Group HPG Manufacturing Masan Group MSN Holding Company Asia Commercial Bank ACB REE EPS Growth Other 26.2 Cash 1.0 - - - - - - - VEIL 100.0 - 11.0 13.2 27.4 31.0 2.6 2.9 14.5 12.7 4.9 11.1 2.0 3.5 Vietnam Index * Valuations for Vietnam Index are for top 50 stocks representing 86% by value. Source: Dragon Capital Fees Performance fee can be ignored as it is so far below water VEIL charges a management fee of 2.0% of net assets, with a performance fee based on 20% of NAV returns subject to a rolling performance hurdle and high watermark. VEIL earned a performance fee of $30.4m in 2007. However, the high watermark rises by 8% pa from launch, and we estimate that it is currently $9.31 versus an NAV of $3.36. In our view, therefore, the performance fees can be ignored by investors, as there is no likelihood of dilution in the foreseeable future. We believe it would make sense for Dragon to simplify the fee structure by abolishing the performance incentive altogether. 70 70 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Performance Long term record is impressive, but relative performance suffered in 2009/2010 VEIL’s historic NAV performance pre-financial crisis was strong, helped by its strategic weighting in Banks. However, it significantly underperformed in 2009/2010 when its portfolio was impacted by the holding in Tiberon due to its size and non-market related valuation. In addition, the exposure to Banks and Real Estate proved to be a drag on returns. However, VEIL outperformed in 2011 and its NAV has kept pace with the rally in the Vietnam Index over the past three years despite a drag on returns from ACB and Masan. Figure 65: VEIL - NAV Performance by Calendar Year Figure 66: VEIL - NAV Relative to Vietnam Index 15 160 10 5 % Relative Total Return % Total Return 120 80 40 0 0 -5 -10 -15 -20 -25 -40 -30 -35 -80 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 NAV 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Vietnam Index Source: Company & Numis Securities Research PV Gas had a major impact on performance in 2014 Source: Company & Numis Securities Research In the first half of 2014, VEIL’s NAV return of 6.8% lagged behind the Vietnam Index which rose 15.6%. Vinamilk, a key positive contributor in recent years was weak, falling 9.2%. However, the key impact on relative performance in 2014 has been PV Gas due to its high weighting in the Vietnam Index, despite its small free-float of just 3%. In the first eight months of 2014, PV Gas rose by 90%, but has since given back most of these gains and is now only marginally ahead of the Vietnam Index. As a result, VEIL’s relative performance has significantly improved. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 71 71 12 January 2015 Figure 68: Vinamilk Performance in 2014 200 140 180 130 Total Return in US$ Total Return in US$ Figure 67: PV Gas Performance in 2014 160 140 120 120 110 100 100 90 80 80 Dec-14 Nov-14 Oct-14 Sep-14 Aug-14 Jul-14 Source: Bloomberg Jun-14 Vinamilk May-14 Apr-14 Mar-14 Feb-14 Jan-14 Vietnam Index Dec-13 Dec-14 Nov-14 Oct-14 Sep-14 Aug-14 Jul-14 Jun-14 May-14 Apr-14 Mar-14 Feb-14 Jan-14 Dec-13 PV Gas Vietnam Index Source: Bloomberg Discount History Having traded close to NAV for a sustained period, VEIL’s discount widened to more than 50% in H1 2009 due to a combination of weak markets and concern over Tiberon. The discount subsequently narrowed, but the fund has not regained its premium rating, trading between a 10-25% discount in recent years. VEIL tends to buy-back shares if discount approaches 20% VEIL has the ability to repurchase up to 15% of its share capital. There is no official buyback policy, but VEIL will consider buy-backs if the discount exceeds 15% and particularly 20%. In addition, the managers have used their own proprietary capital to trade in the shares. The company is wary of providing details on its strategy as it believes that this would be exploited by arbitrageurs. As a result, share repurchases are only announced on a monthly basis in arrears. Able to sell treasury shares at a discount VEIL can hold shares repurchased in treasury and resell them at a higher price and tighter discount than they are repurchased. In 2012, the fund sold 5.7m shares from treasury at a discount in order to provide liquidity from a buyer. However, we understand that the fund is unlikely to sell treasury shares at a discount in future. 72 72 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Figure 69: VEIL – Discount History Figure 70: VEIL - History of Share Repurchases / Treasury 10% 20 8% 10 6% % Share Capital % Discount(-) / Premium (+) 30 0 -10 -20 -30 2% 0% -2% -40 -4% -50 -60 Dec-04 4% -6% 2010 Dec-06 Dec-08 Dec-10 Dec-12 2011 Repurchase Source: Morningstar, Numis Securities Shareholder base is broadly spread 2012 2013 2014* Dec-14 Treasury Sale Source: Company data The fund’s shareholder base is largely institutional and is broadly spread geographically across Europe, and US, with some investors in Asia. The UK represents only a small part of the register and we believe that the fund’s Cayman domicile and OTC listing limit its appeal with traditional buyers of listed funds. Board Susie Rippingall recently joined the Board The Board includes four independent directors, as well as Dominic Scriven, Dragon’s CEO, and Farida Khambata, a senior representative of the IFC which holds a stake in Dragon Capital. Susie Rippingall, former manager of Scottish Oriental Smaller Companies at First State Stewart, joined the Board in July 2014, as did Gordon Lawson. The other directors are Wolfgang Bertelsmeier (since 2009) and Derek Loh (since 2011). Vietnam Growth Fund (VGF) Historically VGF differentiated from VEIL by its low Bank exposure VGF was launched in 2004 and has a similar structure to VEIL except that its investment mandate is limited to listed and OTC securities, with no investments in property or private equity. Historically, its portfolio has been broadly similar to VEIL’s, although it has always had a much lower weighting in Banks (currently 4.1%). Since 2010, VGF’s objective has been to outperform the Vietnam Index over a two year period. It is focused on more liquid investments, but can invest in OTC stocks, including SOE privatisations, that are expected to gain a full listing within 18 months. Portfolio became dominated by Vinamilk and Masan With hindsight, Dragon Capital admits that VGF’s portfolio had become too concentrated, with Vinamilk representing 28.8% of net assets at the start of 2014, while Masan represented 15.4%. Vinamilk is still the largest holding, but no longer dominates the portfolio with a weighting of 15.6%. The manager is currently looking to increase its exposure to the real estate and infrastructure sectors. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 73 73 12 January 2015 Table 18: VGF - Largest Holdings as at 30 November 2014 % Weight Return P/E Net assets in Index 2014 YtD 2014 2014 2015 P/BV Yield Dairy Products 15.6 10.0 (12.0) 16.6 (8.7) 14.7 5.1 3.4 MSN Holding Company 12.9 6.4 (2.4) 73.3 69.9 166.8 3.9 - PV Drilling PVD Oil & Gas Services 8.5 2.1 36.1 9.4 28.8 0.0 2.0 2.6 Hoa Phat Group HPG Manufacturing 8.5 2.7 49.7 7.5 74.8 2.6 2.5 5.6 FPT Corp FPT IT 5.7 1.7 27.7 10.5 (2.5) 13.9 2.2 4.2 CII CII Infrastructure 5.0 0.2 (2.1) 18.4 34.7 59.3 1.2 6.3 REE REE Refrigeration systems 4.8 0.8 (7.1) 7.9 (12.8) (5.2) 1.3 5.8 PV Services PVS Oil & Gas Services 4.5 - 61.6 7.3 26.7 (7.2) 1.7 3.7 Vingroup VIC Real Estate 4.0 7.3 2.6 15.8 (37.7) 9.9 3.8 1.0 Casumina CSM Tyres and rubber 3.6 0.3 22.2 8.9 (7.2) 17.7 2.1 3.4 - 11.2 32.8 10.6 1.5 4.3 Company Ticker Industry Vinamilk VNM Masan Group EPS Growth Other 29.1 Cash 1.6 - - - - - - - VEIL 100.0 - 8.3 13.2 25.1 30.1 2.7 3.4 14.5 12.7 4.9 11.1 2.0 3.5 Vietnam Index * * Valuations are for top 50 stocks representing 86% by value. Source: Dragon Capital Fees VGF has the same fee structure as VEIL, and the high watermark on its performance fee is substantially under water ($56.43 versus an NAV of $22.10). Performance Mixed performance record relative to Vietnam Index Pre-financial crisis, VGF’s performance lagged behind VEIL and the market, partly due to the lack of exposure to Banks. As with VEIL, its relative performance suffered in 2009, partly because of the exposure to Tiberon. From 2010-2013, the low weighting in banks was positive and it also benefitted from strong performance of stocks such as Vinamilk, FPT, and REE. In 2014, however, the exposure to Vinamilk and Masan has been a drag on performance relative to the index. 160 20 120 10 80 40 0 -40 0 -10 -20 -30 -80 -40 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 NAV 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Vietnam Index Source: Company & Numis Securities Research 74 74 Figure 72: VGF - NAV Relative to Vietnam Index % Relative Total Return % Total Return Figure 71: VGF - NAV Performance by Calendar Year Source: Company & Numis Securities Research Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Discount History Regular liquidity gate was abandoned in 2011 Ahead of a liquidation vote in April 2010, the Board of VGF made a commitment to offer shareholders a liquidity gate in April and October each year, starting in October 2010. This enabled shareholders to request redemption of up to 10% of their shareholding at NAV less a redemption fee of 2.5% (with no mix and match facility). However, after the second Liquidity Gate, the Board decided that the regular redemption facility did not achieve its desired results of reducing discounts, and instead negatively affected portfolio management. As a result, the Board suspended the Liquidity Gate, although it has continued to buy-back shares on a periodic basis. VGF faces a continuation vote at the AGM next year, which is likely to be held after the summer. Figure 74: VGF - History of Share Repurchases/Redemptions 20 14% 10 12% 0 10% % Share Capital % Discount(-) / Premium (+) Figure 73: VGF - Discount History -10 -20 -30 -40 8% 6% 4% 2% -50 0% -60 Dec-04 2010 Dec-06 Dec-08 Dec-10 Dec-12 2011 2012 2013 2014* Dec-14 Repurchase Source: Morningstar, Numis Securities Redemption Source: Company data A Comparison of VEIL and VGF Shared resources, but sector preferences vary VEIL and VGF use the same research resources, and Investment Committee. Unsurprisingly, therefore the funds are broadly similar in terms of their stock names and sector biases. Both portfolios have been very concentrated, with substantial stakes in Vinamilk and Masan (following the sale of Tiberon). Historically, VGF has had a higher weighting in Consumer stocks (Vinamilk), with less exposure to Real Estate and Banks (notably ACB). In addition, there are some differences in the portfolio reflecting the preferences of the respective portfolio managers. For instance, Dien Vu (VEIL) has a greater emphasis on growth, whereas Kien Hoang (VGF) has a stronger bias towards cash rich companies. Kien came from an Oil & Gas background and has been more comfortable holding PV Gas and energy services stocks. In addition, he has had greater exposure to rubber/tyre companies such as Casumina. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 75 75 12 January 2015 20 18 16 14 12 10 8 6 4 2 0 Figure 76: Dragon Funds - Sectors relative to Vietnam Index Weighting relative to Vietnam Index % Net assets Figure 75: Dragon Funds - Key Sector Weightings VEIL 15 10 5 0 -5 -10 -15 VEIL VGF Source: Company data as at 30 Nov 2014 VGF Source: Company data as at 30 Nov 2014 Marginal differences in performance objectives In 2010, both funds faced continuation votes and Dragon sought to create greater differentiation, introducing clearer benchmarks for performance. VGF seeks to outperform the Vietnam Index over a rolling two year period, whilst VEIL measures performance over three years. In theory, this means that VGF pays closer attention to trading liquidity, while VEIL aims to take longer term positions with less regard to the composition of the benchmark. This is reflected in their respective risk controls: VGF can invest up to 30% of net assets in a single sector and up to 8% in a single stock, at the time of investment; for VEIL the equivalent limits are 40% and 12%, respectively. VEIL has ability to buy less liquid investments VEIL also has a broader mandate which includes the ability to invest up to 25% in Cambodia and Laos (although it has not made any investments in these markets todate). In addition, it can invest in private equity, although the managers currently have no intention of doing so. Both funds can participate in pre-IPOs and will seek to participate in SOE equitisations on a selected basis (they recently invested in Vinatex). However, there is a minor difference in that the definition of a pre-IPO for VEIL is up to 24 months before listing, compared with 18 months for VGF. A merger was previously considered In 2006, Dragon Capital considered the possibility of a merger between VGF and VEIL due to the similarity of their investment mandates. At that time, however, VEIL’s shareholders were unwilling to dilute their weighting in Banks. Today, this argument no longer applies and the portfolios are more similar. As a result, we believe there is a strong argument that shareholders would benefit from combining the two vehicles to create a fund with net assets of almost $800m. In practice, though, we believe that this is unlikely, partly because mergers tend to be difficult when both funds are trading at discounts as some investors may seek to gain an exit at NAV. Continuation vote in 2015 may prove a trigger for VGF One alternative, in our view, is that VGF could convert to an open-ended structure, which may make it more attractive to new investors. Although the Board of VGF abandoned its redemption facility in 2011, it may be easier to retain assets now given a more favourable outlook for Vietnamese equities. It could be combined with Dragon’s existing UCITS fund which is currently sub-scale with net assets of just $13m. As highlighted above, VGF faces a liquidation vote next year and this is likely to be the trigger for a review of its mandate and structure. 76 76 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Vietnam Property Fund VPF was launched on AIM in April 2008 to invest in Vietnamese real estate, and is Dragon’s only dedicated property vehicle. It delisted from AIM in April 2013 after struggling to attract investor demand, and is now traded solely on an OTC basis. VPF’s share price of $0.525 represents a 33% discount to NAV. VPF is too small to lead real estate developments The lead manager is Fraser Wilson, a Scotsman who was previously a property fund manager with ING in the UK. He is based in HCM City and is supported by a team of Vietnamese locals. The fund has a broad mandate that includes development, income producing assets and listed real estate equities. However, its size ($65m net assets) means that the portfolio has been too small to achieve a balanced allocation by sector. Instead, the manager seeks to invest on an opportunistic deal-by-deal basis. In larger projects, such as retail/mixed use, the large lot size restricts the fund to either coinvestments or a minority shareholding. However, the manager has been reluctant to invest during weak markets and the fund has retained a significant weighting in cash. More recently, the strategy has been to find distressed situations, such as projects where the developer has run out of cash or lending to developers at high interest rates backed by good security. SSI sold on a deferred basis Much of the manager’s focus has been on managing the existing investments. In November 2013, VPF agreed to sell its 10% share in the SDI golf course project to a Vietnamese buyer at a price of $20.699m. This represented a 20% premium to cost, although the payment was deferred by four years until November 2017 (VPF has a guarantee from a Vietnamese bank). Whilst SDI was well located in District 2 of HCMC, the project was blighted by shareholder disputes and mounting debts. It is now shown as a receivable within VPF’s portfolio, representing 24.9% of net assets (the future payment is discounted at a rate of 9.8% pa). VPF has also been seeking to cut its losses in the residential project, Saigon South Residences located in Nha Be District of HCMC. Figure 77: VPF - Portfolio by Asset Class Other OTC 0.8% Equities 2.0% Figure 78: VPF - Portfolio by Sector Cash 7.0% Private Equities 36.8% Listed Equities 7.9% Property Equities 9.9% Others 0.8% Cash 7.0% Receivables 24.9% Loan 20.6% Receivables 24.9% Property Projects 57.4% Source: Company data as at 30 Nov 2014 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange Source: Company data as at 30 Nov 2014 77 77 12 January 2015 Other Closed End Funds DWS Vietnam Multi-asset mandate DWS Vietnam follows a multi-asset approach with investments in fixed Income, listed equities, OTC stocks, private equity and closed-end funds. The fund is domiciled in the Cayman Islands and listed on the Irish SE, though it trades in London on an OTC basis. DWS has had a good performance record in recent years, helped by some profitable exits from its private equity portfolio, but the fund is relatively illiquid, and we believe that its fee structure is a major drawback. Management Manager based in Singapore The fund’s investment manager is Deutsche AM (Asia), although since 30 April 2009 the portfolio management has been delegated to Duxton AM. There was no material change in the personnel responsible for the management of the company as the key investment staff of Duxton AM spun out from Deutsche AM (Asia). A specialist manager with a strong focus on agriculture investments Duxton manages or advises assets of $690m, of which $460 million comprises agricultural investments including the DWS Global Agricultural Land & Opportunities Fund ($89m net assets). The group is based in Singapore and regulated by the Monetary Authority of Singapore, while it also has offices in Australia and Germany. Duxton’s Founder and CIO is Desmond Sheehy who was formerly Head of Complex Asset Investment at Deutsche AM and a Senior Investment Officer at the IFC. In total, there is an investment team of twelve, covering both listed and private equity. PXP Vietnam AM has been appointed by Duxton AM to manage a segregated portfolio focused on listed equities in Vietnam. Duxton has been investing in Vietnam since 2006, and seeks to invest in high conviction portfolio built through a bottom-up process. It seeks to identify private companies with a leading market share in their sector (top 3-5), targeting an IRR in excess of 20% with a clear exit strategy within 3 to 5 years. Fees and Management Contract Six monthly performance fee with no high watermark The investment management fee is 1.7% of net assets. However, the fund has an unusually generous performance fee calculated on the basis of performance in its subportfolios every six months, with no high watermark. The fee is based on 20% of performance, subject to a hurdle return of 8% pa with full catch-up. Ongoing charges ratio of 8.8% inc performance fee In 2013, the fund paid a performance fee $15.33m to DeAM Asia, of which $7.66m was paid to Duxton. A further $1.05m was paid to PXP in respect of the performance of the listed equity portfolio. As a result, the ongoing charges ratio, including the performance fee, was 8.8% of average shareholders’ funds. The way the fee is calculated means that performance incentives may be payable even if the NAV falls over the financial year. This contrasts with other closed-end Vietnam funds that have high watermarks or are required to outperform a compound hurdle return since launch. 10 year management contract At launch in December 2006, the investment manager was appointed for a 10 year term. This provides a “poison pill” against corporate action as the manager can only be replaced without cause by paying 1.7% of the maximum historic NAV over the remaining term plus an implied performance fee based on the average annual performance fee over the previous three years, multiplied by the number of years remaining. 78 78 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Portfolio High cash weighting following sale of An Giang Plant Protection The portfolio included 45 positions across all asset classes at the end of November 2014. There was a large weighting in cash of 8.4% of net assets in September following the sale of a stake in An Giang Plant Protection, but much of this had been reinvested by the end of November, with the cash weighting falling to 4.6%. Primarily invested in listed equities and funds Around half of the portfolio is allocated to direct listed equities (including the segregated mandate managed by PXP Vietnam AM). However, exposure to listed equities and the diversification of the portfolio is increased by holding 18.5% of assets in closed-end funds. These are principally VEIL (5.9%), VGF (5.1%) and PXP-managed funds, plus 5.9% in DWS Vietnam itself, which is accounted for as an asset rather than as a share reduction. There is currently little exposure to Fixed Income securities (which represented 23% of the portfolio at the start of 2009). 29% invested in private equity 29% of the portfolio is classified as Private Equity, although this definition includes OTC stocks, PIPEs and listed stocks that were acquired as unlisted securities. The fund seeks to take significant minority positions in unlisted companies, typically through convertible structures with minority protection. Since June 2009, a quarterly valuation review of the unquoted investments has been carried out by the fund manager, while OTC-traded shares are valued at the average price obtained from three brokers. Figure 79: DWS Vietnam - Portfolio by Asset Class Fixed Interest 0.4% Figure 80: DWS Vietnam - Portfolio by Sector Packaging 1.8% Consumer Disc 3.9% Cash 4.6% Funds 18.3% Listed Equities 48.0% Chemicals Banks 1.8% 1.2% Marine 1.0% Other Financials 0.8% Industrals 0.5% Pharma 4.3% IT 7.1% Food Products 35.8% Metals/ Mining 9.5% Private Equity 28.7% Building Materials 10.1% Real Estate 10.8% Private Equity includes PIPE investments. Source: Company data as at 30 Nov 2014 Energy Equip & Services 11.4% Source: Company data as at 30 Nov 2014 Unlisted animal feed company is largest investment The largest investment in the portfolio is GreenFeed Vietnam, a producer of animal feed. DWS invested $9.5m for a 17.2% stake in May 2010 and this was valued at $39.32m at the start of 2014. The valuation has risen further over the past year and the quarterly revaluation at 30 September 2014 led to a 27% ($11.7m) increase in the value to $55.2m (15% of net assets), mainly due to the increase in P/E multiple of comparable companies. The animal feed industry in Vietnam is highly fragmented and Greenfield is seeking to be a beneficiary of consolidation. Steel producer The second largest unquoted investment is Corbyns International, which represented 4.1% of net assets at 30 November 2014, equivalent to a value of $14.6m. DWS invested $12.2m via a convertible loan in Corbyns in February 2013, for an indirect stake of 24.4%. The company owns Vietnam Industrial Investments (VII), a leading steel manufacturer listed on the Australian SE, primarily manufacturing wire rods and rebars used in construction and infrastructure projects. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 79 79 12 January 2015 Another unquoted investment is Anova Corporation, which represents c.3% of net assets. DWS first invested in Anova in May 2011, and the company is the leading manufacturer of veterinary health products in Vietnam. DWS has a fully diluted stake in Anova of 20.5%. DWS also owns a 19.5% stake in VTC Online, an online games publisher and social media company. It invested $10m in July 2012, and the holding was valued at $10.64m at the start of 2014. The fund also owns 13.2% of An Phat Plastic, the largest plastic recycler in North Vietnam, having invested a further $1.4m via a recent rights issue. DWS first invested in An Phat in 2007 and the company listed on the Hanoi stock exchange in 2010. Table 19: DWS Vietnam - Largest Investments Company Listing/Ticker Sector % Greenfeed Unlisted Animal feed 15.5 Vinamilk VNM Dairy 7.7 Hoa Phat Group HPG Manufacturing 6.3 VEIL OTC traded Closed-end fund 5.9 DWS Vietnam * OTC traded Closed-end fund 5.9 Vietnam Growth OTC traded Closed-end fund 5.1 PVD Oil & Gas services 4.2 Unlisted Steel products 4.1 FPT Corp FPT IT 3.9 PV Gas GAS Oil & Gas E&P PV Drilling Corbyns Int'l 3.1 Top 10 61.7 Source: Company data as at 30 Nov 2014 Performance and Discount History DWS’ multi-asset approach means that the NAV should not be expected to move in line with the Vietnam Index. After launch, the fund underperformed in a rising market in 2007, and in the recovery during 2009. However, it outperformed during weak markets in 2011 and has kept pace with the benchmark since the start of 2012. Unlike VOF, the performance of DWS Vietnam has not been held back by exposure to development real estate. Performance boosted by funds and unlisted investments Figure 81: DWS - NAV Performance by Calendar Year Figure 82: DWS - NAV relative to Vietnam Index 60 15 10 40 % Relative Total Return 5 % Total Return 20 0 -20 -40 0 -5 -10 -15 -20 -25 -60 -30 -80 -35 2007 2008 2009 2010 2011 2012 NAV Vietnam Index 2013 2014 Source: Morningstar, Numis Securities Research 80 80 2007 2008 2009 2010 2011 2012 2013 2014 Source: Morningstar, Numis Securities Research Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Performance in recent years has been helped by a tightening of discounts for closedend funds held in the portfolio, as well as uplifts in the valuation of private equity investments. There have been a number of profitable exits from its unquoted/OTC portfolio, notably: Sold to Standard Chartered PE in August 2013 ● An Giang Plant Protection: DWS’s stake in this OTC-traded pesticide company was sold in August 2014 to Standard Chartered PE. DWS received $29m, representing a 1.7x multiple and an IRR of 19.8% from the acquisition in September 2009, a period when the Vietnam Index declined by 13.5% in US$ terms. ● Prime Group: In April 2013, sold its stake in Prime, a ceramic tile manufacturer, to SCG Building Material Co, for $31.5m, 84% above carrying value, and representing a 1.6x multiple and an IRR of 11%. Hospital operator ● Hoan My Corporation: In December 2011, DWS sold a 17.5% stake in Hoan My to Fortis Healthcare, a leading private healthcare provider in Vietnam, for an exit valuation of $98.5m representing a 94% valuation uplift (the fund retained a 4.9% stake, subject to put and call options). Allowing for an unrealised value of $5.78m at the start of 2014, DWS made a 2.4x multiple and a 39% IRR on its investment made in September 2009 (we understand that the fund’s residual position has subsequently been realised). Interestingly, all three of these investments were shared with VOF. Discount History Typically traded on a wider discount than the peers DWS has typically traded on a wider discount than its peers. In our view this reflects a lack of marketing, uncertainty over private equity valuations, relatively illiquid trading and the fee structure. However, the discount has narrowed significantly over the past two years from 50% to 29%, helped by strong NAV performance and improving investor sentiment. The fund produces a monthly factsheet, available through the company’s website (www.dwsvietnamfund.com). The fund repurchased shares on a periodic basis from November 2008, but has not made any buy-backs in the past three years. We believe there could be pressure for the fund to open-end when it reaches the end of its initial 10 year life in 2016, although the exposure to unlisted investments may make this complicated. British Empire Securities holds 12% stake We believe that the fund’s shares are held primarily by private banks in Singapore, Korea, Thailand and Europe. However, some UK investors have acquired positions on wide discounts, including British Empire Securities, an investment trust managed by Asset Value Investors, which holds a stake of 12.2% in DWS Vietnam. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 81 81 12 January 2015 Figure 83: DWS Vietnam - Price and NAV History Figure 84: DWS Vietnam - Discount History 1.40 40 1.20 % Discount(-) / Premium (+) 20 US$ per Share 1.00 0.80 0.60 0.40 0.20 0.00 Dec-06 Dec-08 Dec-10 NAV Dec-12 Dec-14 Price Source: Numis Securities Research, Morningstar 0 -20 -40 -60 -80 Dec-06 Dec-08 Dec-10 Dec-12 Dec-14 Source: Numis Securities Research, Morningstar PXP Vietnam Moved listed to London SE in 2010 PXP Vietnam is a Cayman domiciled fund which was launched in 2003. In April 2010 it moved its listing to the London SE, having previously been an Irish-listed, OTC-traded fund. It is managed by Kevin Snowball, based in Ho Chi Minh City, and is solely focused on listed stocks in Vietnam. It has a good track record, but its small size ($78m market cap) and trading liquidity ($342,000 per day) remained a drawback. Merger with VEEF To open-end in early 2015 As discussed earlier in this report, the fund is to delist at the end of January 2015 and will merge with Vietnam Emerging Equity Fund (VEEF), an equivalent open-ended fund run by the same management team. After the merger, former PXP Vietnam shareholders will be able to redeem their VEEF shares at NAV minus a 3% redemption fee as of 1 April 2015 (subject to notice being given by 10 February), with monthly redemption thereafter (the redemption fee is payable to the fund and reduces to 1% after 12 months). Same approach and similar portfolios PXP Vietnam and VEEF adopt the same fundamentally driven, stock-picking approach and they have very similar portfolios, with eight stocks featuring in the top 10 holdings of both funds. VEEF has a lower weight in Vinamilk (16.5% vs 20.8%), but has fewer quoted investments (29 vs 41) and its top 10 represents 80% of the portfolio (versus 75%). PXP Vietnam has one unquoted investment representing 0.2% of assets, whereas VEEF has three unquoteds representing 1.5%. 82 82 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Table 20: PXP and VEEF - Comparison of Largest Holdings Company PXP Vietnam VEEF 20.8 16.5 HCMC Securities 9.3 12.4 Hoa Phat Group 8.5 13.0 REE 6.8 n/a PV Drilling 6.4 7.9 Sacombank 6.3 6.9 FPT Corp 5.2 8.5 Danang Rubber 4.8 3.5 HAGL 4.2 4.8 VN Container Shipping 2.9 n/a Dong Phu Rubber n/a 3.6 Military Bank n/a 2.8 75.2 79.9 Vinamilk Top 10 Source: Company data as at 31 Oct 2014 for PXP Vietnam, 30 Sep 2014 for VEEF Formed through open-ending of CEF VEEF ($42m assets) was originally established as an Irish-listed, Cayman Islands domiciled closed-end fund, but delisted in December 2008. In January 2010, it converted to a Mutual Fund, and in December 2010 it was merged with the Vietnam Lotus Fund. Fees VEEF charges a performance fee PXP Vietnam currently has a management fee of 2% pa of net assets, but is differentiated from its peers by having no performance related fee. VEEF previously had a management fee of 2% pa, plus a performance fee of 20% of returns over an 8% pa hurdle, subject to a high watermark. However, the fees were reduced to 1.5% plus 15% of returns (with the hurdle and high water mark unchanged) with effect from 1 January 2015. Performance Record Outperformance in strong markets PXP Vietnam has performed strongly in recent years, with an NAV return of 100% from 2012-2014, versus a rise of 72% in the Vietnam Index in US$ (total return). The chart of relative performance suggests that Kevin Snowball’s approach has tended to perform best in strong markets. VEEF’s performance has been similar to PXP Vietnam’s in recent years, although it has lagged behind as a result of dilution from the performance fee. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 83 83 12 January 2015 Figure 85: PXP - NAV Performance by Calendar Year Figure 86: PXP - NAV relative to Vietnam Index 160 30 25 % Relative Total Return 120 % Total Return 80 40 0 20 15 10 5 0 -5 -40 -10 -80 -15 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 NAV 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Vietnam Index Source: Morningstar, Numis Securities Research Source: Morningstar, Numis Securities Research Discount History PXP Vietnam’s discount was 13% in September 2014 before the Board first announced that it was considering open-ending the fund. It has since narrowed to 4%, although gains to shareholders have been eroded by weak markets during this period. Discount has narrowed sharply Figure 87: PXP Vietnam - Price and NAV History Figure 88: PXP Vietnam - Discount History 30 10 20 % Discount(-) / Premium (+) 12 US$ per Share 8 6 4 2 0 Dec-04 10 0 -10 -20 -30 -40 -50 Dec-06 Dec-08 Dec-10 NAV Dec-12 Dec-14 Price Source: Numis Securities Research, Morningstar -60 Dec-04 Dec-06 Dec-08 Dec-10 Dec-12 Dec-14 Source: Numis Securities Research, Morningstar Better placed to retain assets than Vietnam Infrastructure In our view, PXP Vietnam is better place to retain assets than Vietnam Infrastructure’s listed portfolio following open-ending. This is because there is no change in mandate and because of the nature of the shareholder base, with far fewer value investors on the register. It will be interesting to see, however, whether PXP can turn the fund into a platform for future growth in assets. In our view, the Cayman domicile and monthly dealing are still drawbacks for many investors. 84 84 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Vietnam Holding Vietnam Holding (VNH) was launched in June 2006 with the aim of exploiting SOE privatisations. However, it now invests primarily in listed equities with an ESG (environmental, social and corporate governance) overlay. The fund is domiciled in the Cayman Islands and listed on AIM and the Entry Standard of the Frankfurt SE. The fund’s size was increased in 2013 through the issue of short dated warrants, but it remains relatively small, with net assets of $128m. Performance has been strong in recent years, helped by an allocation to mid-caps, but the fees are high, in our view, with the high watermark on the performance fee having been rebased in 2013. ESG Mandate ESG mandate adopted in late 2009 In November 2009, shareholders approved a change in investment policy to incorporate ESG (environmental, social and corporate governance) factors into the fund’s investment analysis and portfolio management. The fund is not limited to building an ESG sensitive portfolio, but some companies may be excluded from the universe for ESG reasons. In addition, VNH seeks to work with its portfolio companies to expand and improve their management and disclosure of ESG issues. The ESG mandate differentiates VNH and makes it more attractive to SRI sensitive investors, including pension funds, family offices and charitable foundations. Management VNH is managed by Vietnam Holding AM (VNHAM) which is based in HCMC, with an office in Zurich (www.vnham.com). Since April 2013, the group has also acted as investment adviser to CBR, the manager of Lumen Vietnam Fund, a Liechtenstein UCITS 4 open-ended fund with assets of c.$22m. Seeking to recruit a new CEO VNH has undergone significant changes in management since launch, with a succession of lead managers. Mr Vu Quang Thinh, who had been the CEO of VNHAM since mid-2011, had resigned for personal reasons with effect from 1 January 2014. In mid-March, Mr Pham Ngoc Bich, formerly of Saigon Securities, was appointed as CEO in his place, but he has since departed. As a result, Mr Vu Quang Thinh has remained in charge of stock selection, and on 6 January 2015, the company announced that he would move back to a permanent role as CEO. Jean-Christophe Ganz is Chairman of VNHAM and Head of the Investment Committee. In addition, there is an advisory council of five experienced individuals, including Juerg Vontobel (founder of VNHAM) and Markus Winkler (a Swiss-based investment adviser, heavily involved in Vietnamese funds). At the same time, The Board of VNH consists of three independent directors and is chaired by Min Hwa Hu Kupfer, former President of GE Capital in China. Board approval is required for any investments exceeding 4% of NAV or sales where VNH holds 4% or more of a company’s share capital. Fees High watermark for performance fee rebased in 2013 At the AGM in September 2013, shareholders agreed to extend VNH’s life until at least 2016. In addition, a new fee structure was agreed with the base fee of 2.0% of net assets reduced to 1.75% for assets over $100m and to 1.5% over $150m. The performance fee was reduced from 20% to 15% of NAV outperformance of a hurdle of 5% pa, with an annual cap of 3% of NAV. In return, the high watermark for 30 June 2014 was reset at 8% over the NAV per share as at 30 September 2013. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 85 85 12 January 2015 Ongoing charges ratio of 4.1% inc. performance fee VNH’s ongoing charges ratio was 3.2% of average shareholders’ funds during the financial year to June 2014, or 4.1% including the performance fee of $0.95m. A third of the incentive fee is donated to the VNH Foundation, and 15% of the remainder is paid in shares from treasury (VNHAM received 63,499 shares in relation to the last financial year). In addition, the managers committed to utilise a further 35% of their performance fee to purchase VNH shares in the market. Portfolio In addition to the ESG overlay, VNHAM describes its investment approach as being value-oriented, influenced by long-term growth megatrends. It seeks to adopt “dynamic portfolio management”, with a conviction portfolio, including mid-cap stocks ($25-75m market cap) with superior earning growth potential. Core themes have provided framework for portfolio In recent years, there have been two key themes within the portfolio: Agriculture and Domestic Consumption, although a third theme of Urbanisation was identified at the start of 2014. From mid-2013 to mid-2014, the fund’s exposure to Agriculture was reduced significantly to 14% from 30%, with sales of rubber producers and a stake in An Giang Plant Protection, an OTC stock, partly for ESG reasons. In contrast, the weighting in the Urbanisation theme increased to 26% from 14% over this period helped by strong performance of stocks such as real estate developers. Real estate stocks in the portfolio include Becamex (IJC), NBB and Ha Do (HDG). As at 30 November 2014, the portfolio was invested in 23 stocks, with a median market cap of $140m, and a historic PE of 10.9x versus 12.8x for the company’s benchmark, the VNAS index. Table 21: VNH - Largest Investments Company Ticker Industry Hoa Phat Group HPG Manufacturing Market Cap ($m) % NAV 1,194 Hau Giang Pharma DHG 8.5 Pharma 391 Traphaco 8.1 TRA Pharma 84 5.9 Thien Long Group TLG Office Supplies 66 5.9 Binh Minh Plastic BMP Plastic Pipes 155 5.8 Viconship VSC Marine Transport 81 5.7 Vinamilk VNM Dairy Products 4,468 5.5 PV Drilling PVD Oil-Field Services 914 5.3 Danang Rubber DRL Hydro-Electric Power 16 4.9 Phu Nhuan Jewelry PNJ Retail-Jewelry Top 10 141 4.8 60.5 Source: Company data, Bloomberg as at 30 Nov 2014 Performance VNAS adopted as benchmark in 2014 VNH has adopted the Vietnam All Share Index (VNAS) as its benchmark, as it is free float adjusted index of stocks listed on the HOSE, and excludes stocks with a free float under 5%, including PV Gas. It also caps the maximum stock weighting at 10% (significantly reducing the weighting of Vinamilk) and excludes stocks that do not meet specified trading liquidity criteria. The VNAS was launched on 27 January 2014, and whilst we can see the merits of the index, we continue to use the Vietnam Index for performance comparisons as this remains the most widely accepted stockmarket index within Vietnam. During 2014, the VNAS delivered a capital return of 7.9% in US$ terms versus an equivalent return of 6.6% for the Vietnam Index. Good track record, helped by midcap bias VNH has had a good track record in recent years against the Vietnam Index. Over the past three years, the NAV is up 87% (23.3% pa) versus 72% (19.9% pa) for the index, helped by exposure to mid-caps. Furthermore, a reduction in exposure to Vinamilk in early 2014 proved well timed, and VNH benefitted from a foreign premium of c.10%. 86 86 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 Figure 89: VNH - NAV Performance by Calendar Year Figure 90: VNH - NAV relative to Vietnam Index 15 40 10 % Relative Total Retun 60 % Total Return 20 0 -20 -40 5 0 -5 -10 -60 -80 -15 2007 2008 2009 2010 VNH NAV 2011 2012 2013 2014 2007 2008 2009 2010 2011 2012 2013 2014 Vietnam Index Source: Morningstar, Numis Securities Research Source: Morningstar, Numis Securities Research Discount History Active investor relations programme has helped to narrow discount The shareholder register is primarily made up of Swiss banks, although there are also UK and German investors on the register. VNH has had an active investor relations programme in recent years, and has attracted some attention as a result of its strong recent performance. We believe that the warrant exercise created some overhang in late 2013, but the discount has narrowed to 20% from 26% at the start of 2013. According to Bloomberg, the shares had an average daily trading value of $214,000 during 2014. Figure 91: VNH - Price and NAV History Figure 92: VNH - Discount History 40 2.5 20 % Discount(-) / Premium (+) 3.0 US$ per Share 2.0 1.5 1.0 0.5 0.0 Jun-06 Jun-08 Jun-10 NAV Jun-12 Jun-14 Price 0 -20 -40 -60 -80 Jun-06 Jun-08 Source: Numis Securities Research, Morningstar Active buy-back programme Jun-10 Jun-12 Jun-14 Source: Numis Securities Research, Morningstar The Board remains mindful of the discount and has adopted an active Share Repurchase Programme, with a target that the 52-week average discount should be at least 5% lower than the weighted average of its peer group of funds focused on listed equities in Vietnam (albeit that the peer group is shrinking as a result of the open-ending of PXP Vietnam and Vietnam Equity Holding). During 2014, VNH repurchased 2.91m shares, equivalent to 4.6% of its share capital, at a cost of $4.66m. Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 87 87 12 January 2015 Figure 93: VNH - Buy-backs and Warrant Exercise Buy backs / Issuance ('000 shares) 14,000 12,000 10,000 8,000 6,000 4,000 2,000 0 -2,000 -4,000 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2010 2011 2012 Buy backs 2013 2014 Warrant Exercise Source: Company & Numis Securities Research Warrant Issue Warrants issued on a one-for-three basis At the end of May 2012, Vietnam Holding (VNH) issued bonus warrants to shareholders. These were unusual because they were issued on a one-for-three basis (which is permitted on AIM), and because they had an extremely short life of little more than six months to 13 December 2012. At the time, the exercise price of $1.196 represented a 10.2% premium to the share price. The Board expected that Vietnamese stock markets would recover in H2 2012, and the warrants would be exercised in December. However, markets weakened and the warrants were under water. As a result, VNH gained shareholder approval to extend the life of the warrants, with two additional exercise dates, on 25 April 2013 and 25 September 2013 (the exercise price was unchanged). The warrants were listed on AIM, but had little value and minimal trading liquidity. Effectively a deferred rights issue at a discount The warrant issue represented a way of raising capital whilst trading on a discount, albeit on a deferred basis (effectively it was a disguised dilutive rights issue). In total, 12.96m shares were issued, mostly in September 2013, raising $15.5m. This dilution reduced NAV returns for 2013 to 32% from 42% (VNH adjusts its historic performance numbers for this dilution, although this is not industry standard practice). It can be argued that warrants offer the potential to improve the trading liquidity of the Ordinary shares. However, they also tend to lead to an overhang of stock when exercised and potentially dilute NAV returns. We can understand the need for a very small fund to grow its assets, and the warrants have helped to more than offset shrinkage as a result of VNH’s buy-back programme. However, we do not believe that dilutive issuance via short-dated warrants is a route that should be followed by other Vietnam closed-ended funds. 88 88 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 12 January 2015 The following disclosures are addressed to US-based recipients. Analyst Certification The research analyst who prepared this research report was Charles Cade. The analyst hereby certifies that all of the views expressed herein accurately reflect the analyst's personal views about any and all of the subject security and/or issuer at the date of original publication of this document. 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No part of the content of this research report may be copied, forwarded or duplicated in any form or by any means without the prior consent of Numis and Numis accepts no liability whatsoever for the actions of third parties in this respect. The research analyst who prepared this research report receives compensation based upon various factors (such as the general perception of the analyst's ability and commitment to his/her analytical work) and upon the overall revenues including the investment banking revenues of Numis and/or one or more of its affiliates. Numis and/or one or more of its affiliates beneficially owns one percent or more of any class of common equity securities of DWS Vietnam (OTC), Vietnam Enterprise Investments (OTC) and Vietnam Growth Fund (OTC). Vietnam Infrastructure, Vinaland and VinaCapital Vietnam Opportunity Fund are or have been during the 12-month period preceding the date of this research report, a client of Numis. Numis has received compensation for investment banking services from Vietnam Infrastructure, Vinaland and VinaCapital Vietnam Opportunity Fund in the past 12 months. Where Numis acted as Lead or Co Lead Manager details are disclosed here http://www.numiscorp.com/x/trackRecord2.html Numis and/or one or more of its affiliates may receive or may seek to receive compensation for investment banking services from Vietnam Infrastructure, Vinaland and VinaCapital Vietnam Opportunity Fund in the next 3 months. Market Making As at the date of this research report, Numis and/or one or more of its affiliates is making a market in PXP Vietnam, VietNam Holding, Vietnam Infrastructure, Vinaland and VinaCapital Vietnam Opportunity Fund. Additional Disclosure This Numis Securities Limited ("Numis") research report is for distribution only under such circumstances as may be permitted by applicable law. This research report has no regard to the specific investment objectives, financial situation, or particular needs of any specific recipient, even if sent only to a single recipient. This research report is offered solely for informational purposes and is not to be construed as a solicitation or an offer to buy or sell securities or related financial instruments, nor is it to be construed as a recommendation for Numis to effect any transaction to buy or sell securities or related financial instruments on behalf of any recipient. There is no express or implied understanding between Numis or Numis Securities Inc. ("Numis Inc.") and any recipient of this research report that Numis will receive any commission income in connection with this research report. The securities that may be described in this research report may not be eligible for sale in all Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange 89 12 January 2015 The following disclosures are addressed to non-US-based recipients. Numis believes that its research service as a whole amounts to ‘substantive research’ as defined by the FCA Regulatory Notice & Disclaimer Numis regards this document as research. It has been approved under part IV article 19 of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”) by Numis Securities Limited (“Numis”) for communication in the United Kingdom only to investment professionals as that term is defined in article 19(5) of the FPO. Its contents are not directed at, may not be suitable for and should not be relied on by anyone who is not an investment professional including retail clients. Numis does not provide investment advisory services to retail clients. 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Funds are categorised as either Core Recommendations or Trading Opportunities and are assigned a rating of Buy or Sell. Through the Core Recommendations we seek to identify buying opportunities for investors in each asset class. Our time frame for Core Recommendations is 12-18 months. Core Recommendations will take into account valuation, but will place a greater emphasis on the quality of management, performance record and risk characteristics (including portfolio diversification, gearing and any outstanding commitments). Trading Opportunities are typically based on a shorter time frame of 3-6 months and our views regarding these may change in a relatively short space of time depending on movements in the premium/discount. These may include Buys and Sells, as well as switching opportunities between funds with similar investment mandates. When identifying Trading Opportunities, we tend to place a significant emphasis on valuation, typically by assessing the upside and downside to the discount/ premium to net asset value based on a combination of historic trading ranges and peer group averages. Where appropriate we will also take account of discount control mechanisms (e.g. share buyback policies) or potential corporate action (e.g. forthcoming continuation votes). Generally a Buy/Sell rating will be categorised by expected out/under performance of at least 5% on an absolute or relative basis. When making recommendations we take account of trading liquidity and, all things being equal, favour the larger and more liquid funds within an asset class. When any changes are made to the recommendations we will seek to explain the specific reasons for including/excluding each fund. For investment companies with Equity mandates we typically focus on the outlook for relative, rather than absolute share price performance. 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No part of the content of any research material may be copied, forwarded or duplicated in any form or by any means without the prior consent of Numis and Numis accepts no liability whatsoever for the actions of third parties in this respect. 90 Registered No 02285918. Authorised and Regulated by The Financial Conduct Authority. A Member of the London Stock Exchange
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