Vinaland : VNL EGM 2019 Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. WHEN CONSIDERING WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK INDEPENDENT FINANCIAL ADVICE FROM YOUR FINANCIAL ADVISER.

If you have sold or otherwise transferred all of your Shares in Vinaland Limited (the "Company"), please send this document and the accompanying Form of Proxy, as soon as possible, to the purchaser or transferee or to the other person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

VINALAND LIMITED

(an exempted company incorporated in the Cayman Islands with registration number (MC - 154178)

PROPOSALS RELATING TO THE VOLUNTARY WINDING-UP OF THE

COMPANY

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE of an Extraordinary General Meeting ("EGM") of the Company to be held at 2 p.m. Singapore time on 11 September 2019 at 6 Temasek Boulevard, #42-01 Suntec Tower 4, Singapore 038986, is reproduced on pages 8 to 10 of this document.

A Form of Proxy for the purpose of voting FOR or AGAINST the Resolutions accompanies this document and, to be valid, must be completed and returned in accordance with the instructions set out thereon as soon as possible by mail or by facsimile but in any event so as to reach:

Standard Chartered Bank

Level 3

7, Changi Business Park Crescent

Singapore 486028

Attn: Securities Services - Fund Services

or

By facsimile:

+ (65) 6305 1760

Attn: Securities Services - Fund Services

by no later than 5:00 p.m. (Singapore time) on 3 September 2019

Classified: Public

CONTENTS
	Page
ACTION TO BE TAKEN BY SHAREHOLDERS	3
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	4
LETTER FROM THE CHAIRMAN	5
DEFINITIONS	7
NOTICE OF EXTRAORDINARY GENERAL MEETING	8
EXPLANATORY NOTES TO THE NOTICE OF EXTRAORDINARY GENERAL	10
MEETING

Classified: Public

ACTION TO BE TAKEN BY SHAREHOLDERS

PLEASE COMPLETE AND RETURN THE FORM OF PROXY TO INDICATE HOW YOU WISH TO VOTE AT THE EGM.

Complete and return the Form of Proxy for the EGM as soon as possible and in any event not later than 5:00 p.m. (Singapore time) on 3 September 2019.

The Board recommends that Shareholders vote FOR all Resolutions proposed at the EGM.

Forms of Proxy must be completed and returned in accordance with the instructions set out thereon as soon as possible by mail or by facsimile but in any event so as to reach:

Standard Chartered Bank

Level 3

7, Changi Business Park Crescent

Singapore 486028

Attn: Securities Services - Fund Services

Or

By facsimile:

+ (65) 6305 1760

Attn: Securities Services - Fund Services

By no later than 5:00 p.m. (Singapore time) on 3 September 2019.

If Shareholders have any queries regarding the completion of the Form of Proxy please contact Mr Michael Truong of VinaCapital Investment Management Limited, by telephone on [phone] or by e-mail at [e-mail]. Please note that the Investment Manager can only give procedural advice and is not authorised to provide Shareholders with investment advice.

Classified: Public

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of proposed Liquidation	23 August 2019
Publication of the Circular	23 August 2019
Latest time and date for receipt of Forms of	5:00 p.m. (Singapore time) on 3	September
Proxy		2019
Record time for those Shareholders on the	5.00 p.m. (Singapore time) on 3	September
Register entitled to attend or vote at the		2019
EGM
Payment date for Final Distribution	6 September 2019
Time and date of EGM	2.00 p.m. (Singapore time) on 11	September
		2019
Appointment of Liquidator (2)	11 September 2019

1. All references in this announcement are to London times unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or dates above change, the revised times and/or dates will be notified to Shareholders by announcement through a regulatory information service.
2. Conditional on the passing of the Resolution at the EGM.

Classified: Public

LETTER FROM THE CHAIRMAN

VINALAND LIMITED

(incorporated in the Cayman Islands, with registered company number MC - 154178)

Directors:	Registered office:
Michel Casselman (Chairman)	PO Box 309
Ian Lydall	Ugland House
	Grand Cayman
	KY1-1104
	Cayman Islands
	23 August 2019
Dear Shareholders

PROPOSALS RELATING TO THE VOLUNTARY WINDING-UP OF THE COMPANY

On 16 November 2018, the Company announced a final distribution of USD 0.31 per Share from the Company's share premium account to Shareholders on the register on 30 November 2018, and paid on 7 December 2018.

Following this distribution, the Company distributed substantially all of its distributable reserves, save for a retention to fund the final liquidation of the Company, with the result that the Company's net asset value is now estimated at USD 875,378 or USD 0.00597 per Share.

On 24 July 2019, the Company's nominated adviser, Grant Thornton (UK) LLP, resigned, and, in accordance with the AIM Rules the Company's Shares were suspended from trading on AIM on that date. The Company does not intend to appoint a further nominated adviser and consequently, in accordance with the AIM Rules, the cancellation of the trading of the Shares on AIM is expected to take place on 27 August 2019.

Taking into account the current position of the Company, the Directors believe that it is now an appropriate time to proceed with the voluntary winding-up of the Company and the appointment of liquidators to complete the liquidation of the Company (the "Liquidation").

Accordingly, the Directors have resolved to place before Shareholders proposals for the Liquidation and the appointment of the Liquidators (together the "Proposals").

The Proposals require the approval of Shareholders. The purpose of this document is to convene the necessary EGM which will be held at 6 Temasek Boulevard, #42-01 Suntec Tower 4 Singapore 038986 on 11 September 2019 at 2.00 p.m.

Prior to the EGM, the Company intends to pay a final distribution to Shareholders on 6 September 2019 of in aggregate USD875,378 (equivalent to USD0.00597 per Share) (the "Final Distribution"). Following the payment of the Final Distribution, the Company's net asset value will be USD Nil.

Liquidation

In accordance with relevant legislation in the Cayman Islands, Shareholder approval is also being sought for the appointment of John Royle and Margot Macinnis of Grant Thornton Specialist Services (Cayman) Limited (the "Liquidators") to act as joint liquidators in a members' voluntary winding up process. If appointed, the Liquidators will endeavour to ensure that sufficient assets will be set aside in a liquidation fund to meet the Company's known and contingent liabilities. To the extent that any part of this retention is not required to meet such liabilities, the balance may be distributed in cash to Shareholders by the Liquidators at a later date.

Classified: Public