1.1. About Vietnam Property Holding (VPH)

Vietnam Property Holding (“VPH” or the “Company”) is a newly incorporated Cayman Islands exempted company created to engage in property investment in Vietnam. The Company will have a capital structure comprising a single class of Shares.

The Company will be managed by Saigon Asset Management (“SAM” or the “Investment Manager”), an exempted company incorporated under the laws of the Cayman Islands. The Investment Manager’s investment team draws on the talents of international and domestically-trained professionals from top fund management companies in Vietnam, complemented by a seasoned board of directors consisting of Vietnamese senior executives with deep-rooted local knowledge and relationships. Corporate governance and the value creation process are enhanced by international advisors with demonstrated corporate influence regionally and globally.
 

1.2. Investment Objectives

The principal investment objective of the Company is leverage its local investment status and network to directly receive land use rights thereby capturing attractive projects at the early stages. The Company seeks to maximize capital gain from investing in a diversified portfolio of Vietnamese properties. The Company plans to exit through disposing of the properties to institutional and private investors including real estate investment trusts.

1.3. Competitive Strengths and Differentiations

The investment management business is fairly new in Vietnam.  With the exception of a few large funds, most Vietnam-centric investment funds currently in existence were established less than five years ago.

During the past two years, the number of investment funds in Vietnam has increased significantly due to Vietnam’s economic potentials and a strong demand by global investors to enter this market. Competition is fierce and the field is currently controlled mostly by foreign funds.  As such, new investment firms being created need to differentiate themselves in order to be competitive. Within that context, the Investment Manager was created to take advantage of the synergy of three distinctive groups:

     (i) Members of the Investment Manager with on-the-ground and international track record.  Members of the Investment Manager came from top investment funds in Vietnam, have a long-term interest in the country, possess a thorough understanding of the Vietnamese culture, and are fluent in English and Vietnamese.  The team’s economic interest is equitably distributed so as to properly align its interest with that of the Company. 
     (ii) International Partners and executives seeking collaboration with Vietnam’s top local investors and industry leaders.  This group will provide rigorous corporate governance and assistance with cross-border business transactions as well as enhancement of the value creation process of portfolio companies. Consequently, this should encourage Vietnamese enterprises to seek to work with the Investment Manager on the basis that it can provide them with strategic partnerships and capital to penetrate new markets, improve management capabilities, and enhance operational and financial results.

The Company believes it can deliver value creation to Shareholders through the following competitive advantages which are highly differentiated from most investment funds in Vietnam:

     
     ♦ Access to Proprietary Deal Flow

We draw from a deep-rooted and broad network provided by the members of the Investment Advisor, all of whom have had extensive industry experience in Vietnam. They arrive from a wide spectrum of industries, including banks, energy and telecommunications, holding various infrastructure and economic advisory roles. All members of the Investment Advisor have held top positions at leading Vietnamese and foreign-invested companies in Vietnam. All key members of the Investment Manager have held top positions at leading institutions, government ministries, and investment funds in Vietnam and will play key roles in accessing proprietary deal flow.

     ♦ Locally Immersed Team

The formation of an investment team with a combination of local and international track record is extremely difficult in Vietnam. Unlike matured economies, the investment management business is fairly new in Vietnam. Most investment funds have a significant shortage of talents. However, overseas Vietnamese are slowly migrating back to Vietnam to fill the shortage of such talents in the country, but very few are in the investment field as compared to their Indian and Chinese counterparts. In addition, very few investment managers in Vietnam have operating experience so as to clearly understand the day-to-day operations of portfolio companies and to provide them with value-added expertise. Compounding this with the language barrier, as Vietnamese is still the dominant language used, most foreign fund managers who are not fluent in Vietnamese often run into problems with sourcing deals, direct negotiations with senior management of target companies, and harmonizing with Vietnamese board members.

Members of the Investment Manager and members of the local Investment Team are highly differentiated from those of their competitors as follows:

      · The members have achieved investment track records domestically from top investment funds in Vietnam and internationally from both large and small financial institutions.

      · The members speak fluent Vietnamese and English, understand the Vietnamese culture and history, and are mostly Vietnamese nationals or overseas Vietnamese with long-term commitment to the country.

      · The members have extensive on-the-ground experience, full comprehension of market behavior, and established long-term relationships with industry leaders, decision makers, domain experts, and government ministries of Vietnam.

     ♦ Distributed Ownership among Team Members

Most investment funds in Vietnam do not have an equity sharing plan with its core team members.  Although this behavior is slowly changing, the majority of funds in Vietnam are usually controlled by one or two key management members.  To preserve the long-term interest of its management members and employees, the Investment Manager’s equity is shared among management members and employees. This distributed ownership creates added incentives for performance-driven results and loyalty to firm, thus making this unique structure as one of the first true partnerships within an asset management company in Vietnam. It is rare and fair, providing the Investment Manager with cohesion and synergy unparalleled to existing investment management companies. 

     ♦ Commitment by Principals

The Investment Manager believes in the potential of the Company and is committed to Vietnam.  Accordingly, the Investment Manager has committed to invest a minimum of €3.68 million in assets in the Company, subject to Investment Committee’s approval and valuation by an independent third-party. This commitment should help to anchor the credibility of the Company and provides intangible yet important benefits, including confidence in the Investment Manager’s ability to deliver performance results and a high level of trust among key members of the Investment Manager.

In addition, subject to the SAM Board’s approval, the Investment Manager intends to donate a minimum of 2% of its Performance Fee to establish a charitable fund to support various important constituents in Vietnam, such as Agent Orange victims, orphans, and the poor and disadvantaged in Vietnam.

     ♦ Partnership with Active Shareholders

The Company intends to attract active Shareholders to enhance value creation of its investment process.  Most companies in Vietnam currently seek strategic or value-added investors who can assist in management, best practices, sales and marketing, foreign market expansion, and introduction to customers, partners, and investors. Although members of the Investment Manager and the Board have extensive industry and operating experience, the Company will seek active Shareholders who have a strategic interest in Vietnam and will work alongside the Company to create intrinsic value in promising Vietnamese enterprises.

For more information, please contact our Investor Relations Department at This e-mail address is being protected from spam bots, you need JavaScript enabled to view it

Fund Structure	• Closed-end
VPH Security Information	• Reuters /3MT.DE   • Bloomberg 3MT GR   • ISIN  KYG9361R1074   • German Securities Code A0M12W
Life of Fund	• Vote every 5 years to continue fund
Investment Range	• $2M - $10M   • Not to exceed 20% of NAV in one single investment
Management Team's Contribution	• $5M, subject to Investment Committee's approval and 3rd party valuation
Investment Manager	• Saigon Asset Management ("SAM"), Cayman Islands
Fees	• 2% management fee   • 20% incentive fee of total increase of NAV over hurdle rate of 8% with high watermark and catch up
Tax Advisor	• PricewaterhouseCoopers
Auditor	• Grant Thornton
Custodian/ Administration	• Deutsche Bank
Legal Advisors	• Baker McKenzie, Vietnam   • DC Law, Vietnam   • Reed Smith, USA, Germany   • Appleby, Cayman Islands