Investment process: Active public/private approach
VOF’s portfolio construction is based on a research-intensive, bottom-up investment process. Vietnam’s equity market is not well covered by sell-side research, so the vast majority of the analysis used in the selection of both public and private equity investments is the proprietary output of the in-house investment and research team, although external resources may be used for analysis of ESG factors.
The portfolio is built on a three- to five-year view, with the manager selecting investments that he believes present the greatest value opportunities from a range of industry sectors and asset classes. Ho favours a concentrated portfolio and makes investments into companies and sectors without reference to index weightings; together with its private equity-like approach, this differentiates VOF from other, more index-oriented funds. Prospective investments are subject to detailed analysis to identify the best risk-adjusted returns, and the manager prefers to invest where the team can influence the strategic direction of a business. The fund’s listed holdings are typically sizeable minority stakes, which can often be divested at a premium to the market price in cases where a strategic investor is seeking to acquire a controlling stake.
Private deal sourcing lies at the heart of VOF’s investment approach, with unlisted and private equity investments having historically generated the portfolio’s best returns. According to Ho and Vu, the team spends over three-quarters of its time analysing private companies.
To better reflect VOF’s investment strategy and highlight the negotiated terms of investments for several of the investments in the portfolio, as of March 2022 the investment manager has reclassified the portfolio by asset class into ‘buckets’ to help investors better understand the nature of VOF’s investments and terms. The buckets are:
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Listed equities: investments that are held in the portfolio that do not have privately negotiated terms, or where these privately negotiated terms of investment have expired, aside from what is permitted under the relevant securities law.
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Unlisted equities: publicly traded securities that are listed on either the UPCoM exchange of the Hanoi Stock Exchange, or are traded over the counter and are generally illiquid in nature. These investments may be entered through a privately negotiated process or privatisation of a state-owned entity, but no longer have privately negotiated terms, or these privately negotiated terms of investment have expired, aside from what is permitted under the relevant securities law.
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Public equity with private terms: investments in generally unlisted instruments issued by publicly listed companies which have unique terms, such as downside protections and profit commitments, that are not available to general market participants. Where these terms have expired or are no longer relevant, these investments will be reclassified to either listed equities or unlisted equities.
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Private equity: illiquid investments in private companies with specific terms of investment including downside protections and profit commitments, as well as operating assets that generate an ongoing yield.
Unlisted equity investments are holdings in companies that are progressing towards listing on a main exchange. To meet the conditions for listing, a company must allot sufficient shares to have at least 100 shareholders, then list within six months on Vietnam’s UPCoM. Valuations often move to a substantial premium upon listing on UPCoM, as well as on a subsequent main exchange listing, but the manager stresses it is a company’s fundamental prospects that drive VOF’s investments, not potential IPO upside. As private companies do not publicly report, ESG analysis forms an important part of the research process (see next section), and VOF will engage with a potential investee company to ensure it tackles any ESG deficiencies, or it may walk away if there is no commitment to improve.
Thorough due diligence is performed on all new public and private positions, with potential exit routes identified and evaluated before VOF commits to an investment. For private equity investments, the manager typically seeks to invest at a discount to equivalent listed company valuation multiples, aiming to achieve an internal rate of return (IRR) of 20% or more. Prospective new investments are also reviewed by a risk committee, prior to submission to the investment committee for final approval.
As VOF is a long-term investor, the annual portfolio turnover is very low, typically at 13–15%.
The investment manager takes a view that most investment opportunities in Vietnam, whether they are into private or public companies, tend to be illiquid. Therefore, the manager spends a lot of effort in considering and negotiating the path of exit for VOF’s investments, which needs to be well managed and planned in advance. Exits can be made through a trade sale to a strategic buyer through an M&A process or through an IPO and listing on the stock market.
The investment manager typically seeks private negotiated investment terms that will include put options, redemption rights, drag along rights and/or IPO commitment, which provides various options for VOF to exit its holdings. Even if a company is listed, the manager often finds that exiting the shares without compromising the market price to be challenging given illiquidity and, as such, seeks to have various exit terms providing more options for a liquidity event.
The VOF team actively addresses ESG issues using a range of approaches, drawing on codes and standards such as the United Nations-backed Principles for Responsible Investment (PRI) and the Performance Standards on Environmental and Social Sustainability produced by the International Finance Corporation, a sister organisation of the World Bank that supports the development of financial markets in less economically developed countries.
In common with many investors, VOF’s managers see ESG risk as an investment risk, having observed ‘situations in which shareholder value declined significantly when businesses polluted the environment, ignored global standards, relocated families from land without paying adequate compensation, or did not adhere to international best practices with respect to corporate governance’. To mitigate such risks, it incorporates ESG assessment and engagement into both its private and public equity investment decisions.
Detailed due diligence on private investment opportunities may uncover ESG weaknesses relative to local and international standards. VOF’s managers say a company’s willingness to engage with their recommendations to improve ESG practices is a key influence on whether to invest; a motivation to change and a ‘clear roadmap for improvement’ can create significant value in a business, resulting in a better investment outcome for VOF.
For listed equities, the research team has developed an ESG grading system that assesses each company based on more than 120 questions. This allows the team not only to gauge the current ESG ‘quality’ of the portfolio, but also to set a benchmark for where they would like to see it in one to two years’ time, which can then drive engagement with investee companies to encourage ESG improvements. Where such engagement is unsuccessful, VOF’s managers may exit positions that score poorly on ESG measures.
VOF’s full ESG policy is available on the VinaCapital website.