A.C.N. 063 656 333
A.B.N. 64 063 656 333
VIETNAM INDUSTRIAL INVESTMENTS LIMITED
25 June 2007
Australian Securities Exchange Limited
SYDNEY NSW 2000
ADJOURNED ANNUAL GENERAL MEETING
We refer to the Company’s third supplementary explanatory memorandum dated 22 June 2007 and released to ASX on 25 June 2007 . This announcement sets out further advantages and disadvantages of voting for or against Resolution 3 at the Adjourned General Meeting to be held at 11am on 29 June 2007, in addition to those set out in section 3.8 of the Notice of Meeting.
Advantages of voting for Resolution 3: (i.e. approving the Sale and Purchase Agreement)
1. NatSteel and the Company will proceed towards satisfying the remaining conditions precedent to completion of the Sale and Purchase Agreement. However, the terms of the Sale and Purchase Agreement currently provide that the conditions precedent must be satisfied by 30 June 2007 or, at NatSteel’s election, 31 July 2007. NatSteel has not informed VII that it will extend the date to 31 July 2007.
2. Shareholder approval of the Sale and Purchase Agreement may mitigate any claim that NatSteel may have against VII arising due to any breach of the Sale and Purchase Agreement (which VII denies).
Disadvantages of a vote for Resolution 3
1. Prudential’s Off Market Offer is subject to a condition that, between 21 June 2007 and the end of the offer period, VII does not dispose of its interest in Structure Steel Engineering Pte Limited and Vinausteel Limited (“Defeating Condition”). Voting for Resolution 3 would remove a condition precedent to completion of the Sale and Purchase Agreement. Completing the Sale and Purchase Agreement will entitle Prudential to withdraw its bid.
Advantages of a vote against Resolution 3 (i.e. voting against the Sale and Purchase Agreement)
1. Prudential’s Off Market Offer will not be defeated and it can be considered by VII’s shareholders. Prudential’s Off Market Offer:
(a) removes uncertainty for Shareholders in respect of the expected proceeds for the disposal of the Sale Assets;
(b) provides cash directly to Shareholders rather than the sale proceeds being received by the Company; and
(c) is a cash offer at a significant premium to VII's historic trading prices.
Disadvantages of a vote against Resolution 3:
1. There is a risk that despite Shareholders voting against the Sale and Purchase Agreement, VII will remain bound by its terms. The effect of this on VII is unclear.
The Independent Directors continue to recommend that Shareholders ought to vote for Resolution 3. They do so for the reasons set out in the Explanatory Memorandum, the First Supplementary Explanatory Memorandum and the Second Supplementary Explanatory Memorandum, and in particular to mitigate any claim that NatSteel may have against VII.
SIMON LEE AO