On behalf of the Directors of the Company, I am pleased to present this Prospectus and to offer you the
opportunity to become a shareholder in VGI Partners Asian Investments Limited, a new listed investment
company to be managed by VGI Partners Asian Investments Management Pty Ltd (which is a wholly-owned
subsidiary of VGI Partners Limited).
VGI Partners Limited was established in early 2008 and has, for 11 years, sought to provide investors
with capital growth over the long term by investing in a concentrated portfolio of global listed securities,
always with a strong bias to capital preservation. Investing in Asia has always been a part of this strategy.
The decision to establish the Company has been several years in the making and comes after an
extended period of investment by VGI Partners in its investment and operational infrastructure, including
the establishment of a Tokyo office a little over a year ago. VGI Partners now has an Investment Team
comprising 16 professionals located in Sydney, New York and Tokyo, supported by a 12-person finance
and operational team.
I encourage you to carefully read the letter from Robert Luciano, Executive Chairman of VGI Partners Limited,
that appears following this letter as it provides insight into VGI Partners’ decision to apply its investment
philosophy to a listed investment company dedicated to the Asian Region and how this will be reflected
in the construction of the Company’s Portfolio.
As with the existing VGI Funds, you should expect that the Company will seek to “buy and hold” long-term
investments in what VGI Partners considers to be great businesses that are not fully valued by the market,
while also short selling securities which are assessed to be vulnerable to a material decline in price.
VGI Partners has a long-standing commitment to aligning interests between itself and investors in the
existing VGI Funds and has previously introduced a number of pioneering investor-friendly initiatives to the
Australian market. In this regard, the Company is delighted that VGI Partners has made five commitments
to the Company to support it both initially and on an ongoing basis:
1. VGI Partners will meet all of the Company’s establishment costs, including the costs of the Offer. As a
result, the Company is expected to list on the ASX with a net asset value per Share equal to the Offer
Price of $2.50 per Share (see Sections 8.2 and 8.6 for further details).
2. VGI Partners will pay the majority of the Company’s ongoing operating costs4
, including ASX and ASIC
fees, audit costs, legal and tax advice costs and fees charged by the Company’s fund administrator.
The Company remains liable for some operational costs and expenses. For example, the Company
remains liable for, and must pay, the costs and expenses of its Directors (including Director fees and
3. The three Principal Shareholders of VGI Partners Limited, who together currently own approximately
80% of shares on issue in VGI Partners Limited, will commit to reinvesting (on an after tax basis) into
Shares their pro-rata share of any performance fees received from the Company, to the extent that
the performance fee is paid out as a dividend by VGI Partners Limited. The Principal Shareholders
will enter into long-term voluntary escrow arrangements in respect of those Shares.
4. VGI Partners Limited has committed to invest $20 million into the Offer which is expected to position it as
one of the largest Shareholders of the Company, and will further align the interests of VGI Partners and
5. VGI Partners will not make the Asian Strategy available through any fund other than through investment in
the Company. This is different from many listed investment company offerings, where a similar or identical
portfolio is able to be accessed through unlisted funds. Offering multiple channels to access the same
strategy can lead to reduced secondary market demand for a listed investment company’s shares.
In addition to these commitments to the Company, VGI Partners is seeking to further align interests between
participants in the Offer and itself through the issue of valuable Alignment Shares in VGI Partners Limited at
no additional cost to the recipients of the Alignment Shares. The rationale for offering Alignment Shares is
discussed in Mr. Luciano’s letter and full details of the terms and conditions on which the Alignment Shares
will be issued are set out in Section 2.
The Directors of the Company are encouraged by these strong commitments and consider that they will
align the interests of VGI Partners, the Company and its Shareholders.
You are encouraged to read the Prospectus carefully as it contains detailed information about the Company
and the Offer. It is particularly important for potential investors to review the risks associated with an
investment in the Company, including the risks associated with the types of underlying investments in
which the Company may invest. These are set out in detail in Section 6 and summarised in the Key
Investment Risks section of Section 1.
On behalf of the Board, I look forward to welcoming you as a Shareholder in the Company.
VGI Partners Asian Investments Limited