
Chair’s Statement (continued)
position is Mobile World, the retailer, which was a
strong performer during the year, rising 43% in US$.
This stock represented 7.7% of the portfolio at the
year-end, making it the largest overweight position
(+6.1%) versus the VNI.
The Board is targeting a discount to NAV of less
than 10% over the medium term. In addition to
the tenders, the Board intends to continue to
operate an active share buyback programme
whilst the discount remains wide. During 2025,
the Company repurchased shares with a value of
£157.5mn, representing 12.9% of its share capital
at the start of the year, up from £94.7mn (66.3%)
in 2024. In 2026 year-to-date at 28 April, the
Company has bought back shares with a value of
£52.2mn, in addition to £147.4mn returned via the
initial 10% tender.
The Board also remains commied to its proposal,
made on 7 March 2025, regarding the introduction
of a five-year performance-related 100%
conditional tender offer, which will be triggered
if the Company’s NAV total return underperforms
its reference index over the period
from 31 March
2025 to 31 March 2030.
Returning capital is just one side of the story in
terms of the Company’s discount management
strategy. The Board is also seeking to raise the
profile of the Company in an effort to increase
demand for its shares. In conjunction with the
Investment Manager, significant enhancements
have been made to the Company’s marketing and
PR resources over the past couple of years.
Discount Management
At last year’s AGM in June 2025, shareholders voted
against a five-yearly discontinuation resolution.
However, more than 20 per cent. of the total votes
cast were in favour of the resolution, against the
recommendation of the Board. The Board therefore
commied to consult with relevant shareholders
in order to understand the reasons behind their
voting decision, as required by the AIC Code.
Following the AGM, the Board consulted with
shareholders representing approximately 60% of
the Company’s issued share capital. Encouragingly,
a significant majority of shareholders consulted
were positive on the outlook for Vietnam and
supportive of the Investment Manager. Most also
recognised the benefits of VEIL’s closed-ended
structure to invest in Vietnam. However, there was
a broad consensus that the discount had been too
wide and some shareholders indicated a desire
to reduce their holding in the Company at an exit
price closer to NAV.
Based on this shareholder feedback, the Board
announced proposals in mid-December 2025 for
a tender for up to 10% of the share capital at a
price equivalent to NAV less 3%, and indicated
its intention to hold two further 10% tenders
within the following 12 months. The Board was
keen both to minimise the market impact of any
proposals and to protect the interests of ongoing
shareholders. Following discussions with the
Investment Manager about portfolio liquidity, we
decided that a series of smaller tenders was a more
effective way to return capital than a larger single
tender. Furthermore, limiting the initial tender
to 10% enabled cash to be returned in a timely
manner, without the requirement for a realisation
pool.
The proposals were supported by 99.68% of
shareholders and the first tender was successfully
completed in mid-January 2026. The Board expects
to announce details of the second tender in due
course. However, shareholders should note that
the implementation and timing of any subsequent
tender offers will be entirely at the discretion of the
Board and will be subject to a shareholder vote.
Board Governance
Vi Petersen stepped down as a Director of VEIL at
the end of 2025, having joined the Board in April
2018 and having made a significant contribution
through her in-depth knowledge of Vietnam’s
business and political system. Following her
departure, Edphawin (“Eddy”) Jetjirawat has
taken over as Chair of the Nominations and
Remuneration Commiee.
Subsequent to the year end, on 21 January 2026,
the Chair, Sarah Arkle, announced that she
had
decided to step down as a Director of the
Company with immediate effect following the
successful completion of the Company’s tender
offer. Sarah joined the Board in January 2022 and
was appointed Chair in June 2024. I would like to
thank Sarah for her contribution as Chair of VEIL,
in particular her role in leading the Shareholder
Consultation following the Company’s AGM last
year.
6
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance