TIDMSHWE
RNS Number : 2863R
Myanmar Strategic Holdings Ltd
04 November 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.
4 November 2021
Myanmar Strategic Holdings Ltd.
("MSH" or the "Company")
Proposed US$10.0 million Convertible Note Programme
Subscriptions to raise US$5.7 million through Convertible Note
agreements
Myanmar Strategic Holdings Ltd. (LSE: SHWE), the independent
developer and operator of consumer businesses located in Vietnam
and Myanmar, is pleased to announce the launch of a Convertible
Note Programme to raise up to US$10.0 million over the next 6
months.
The Convertible Note Programme is being implemented to provide
the Company with flexibility should it wish to raise further
capital as new investment opportunities arise.
Subscribers will be available to opt for either (i) a 10% coupon
option ("10% Coupon Convertible Note") or a (ii) a zero-coupon
option ("Zero Coupon Convertible Note"). The key terms of each
alternative are as follows:
Type 10% Coupon Convertible Zero-Coupon Convertible
Note Note
Tenure Up to 3 years Up to 3 years
---------------------------------- ----------------------------------
Maturity 30 October 2024 30 October 2024
---------------------------------- ----------------------------------
Coupon 10% annual Zero-coupon
---------------------------------- ----------------------------------
Discount 10% vs. subscription price Between 2.0% and 20.5%
for a Qualifying Event based on conversion schedule
---------------------------------- ----------------------------------
Floor conversion US$15.0 per share US$11.9 per share (based
price on the maximum discount
listed above)
---------------------------------- ----------------------------------
Qualifying Share issuance in excess Share issuance in excess
event of US$5 million of US$5 million
---------------------------------- ----------------------------------
Use of proceeds Development of business Development of business
Working capital Working capital
---------------------------------- ----------------------------------
Limitation Max. 50% of the proceeds Max. 50% of the proceeds
to use of for activities in Myanmar for activities in Myanmar
proceeds
---------------------------------- ----------------------------------
Rank Pari passu to all present Pari passu to all present
and future unsecured obligations and future unsecured obligations
---------------------------------- ----------------------------------
The Directors believe that instituting the Convertible Note
Programme will:
-- allow the Company to increase the speed at which it can
scale-up and expand the Group's existing operations in the
Education and Services divisions; and
-- enable the Company to raise additional capital quickly, in
order to take advantage of investment opportunities that have been
identified and which may be identified in the future.
The Company also announces that, pursuant to the Convertible
Note Programme, it has entered into subscription agreements to
raise US$5.7 million before expenses through the subscription of:
(i) US$0.5 million 10% Coupon Notes; and (ii) US$5.2 million
Zero-Coupon Notes (including the subscription by MACAN detailed
below).
These subscription funds, which have been received by the
Company, have been raised from existing shareholders.
MACAN, the Company's largest shareholder, has agreed to
subscribe for a total amount of US$3.5 million of the Zero-Coupon
Notes. The subscription amount will be satisfied through: (i) the
conversion of US$2.5 million of monies already drawn down pursuant
to MACAN's Loan Facility, details of which were announced by the
Company on 23 March 2020 and (ii) the payment of an additional
US$1.0 million in cash. Immediately following MACAN's convertible
note subscription, the Company will have the following exposure to
MACAN:
-- US$3.5 million in Zero-Coupon Convertible Notes; and
-- US$3.0 million in a 6% loan facility expiring on 30 June 2024.
Trading update
Following release of the Company's interim results for the six
months ended 31 March 2021 on 23 July 2021, trading across the
Group has been in line with management expectations.
Enrico Cesenni, Chief Executive Officer of Myanmar Strategic
Holdings, commented:
"In light of the developments regarding COVID-19 in South-East
Asia, MSH's immediate priority is to continue to ensure the safety
of its employees, customers and stakeholders. As we are confident
in our strategy and remain positive on the medium to long-term
outlook of our Group and its businesses, we believe it is key to
maintain adequate cash resources to weather any further potential
lockdowns and look to accelerate the expansion of the core
business, as and when appropriate.
" The Board remains focused on protecting long-term value for
its stakeholders and managing the near-term pressures on the
business. This Convertible Note Programme will provide the
financial flexibility to best position the Group going forward.
"
For more information please visit www.ms-holdings.com or
contact:
Myanmar Strategic Holdings Ltd.
Richard Greer, Independent Non-Executive richardgreer@me.com
Chairman enrico@ms-holdings.com
Enrico Cesenni, Founder and Chief Executive
Officer
Allenby Capital Limited (Broker)
Nick Athanas
Nick Naylor +44 (0)20 3328 5656
Yellow Jersey PR (Financial PR)
Henry Wilkinson
Matthew McHale +44 (0) 7951 402 336
Notes to editors
Myanmar Strategic Holdings Ltd.
Myanmar Strategic Holdings Ltd. (LSE: SHWE) is an independent
developer and manager of consumer businesses in Vietnam and
Myanmar, two of the fastest growing economies in the world over the
last decade. The Company's portfolio currently focuses on
Education, Services and Hospitality with the view to expand within
the broader consumer sector.
On 28 October 2021, the Company announced that an EGM shall be
convened on 6 December 2021 to change its name to Asia Strategic
Holdings Ltd. to create a new brand identity for the Group and
affirms its vision to become a leading operator and developer of
consumer businesses in Asia.
Education sector: the Company currently has exclusive
development and franchising agreements with Wall Street English for
ten English language centres across Myanmar over the course of a
ten-year agreement. Two centres were opened in 2017, a third in
August 2018, and a fourth in February 2020. As of September 2021,
Wall Street English Myanmar served ca 1,300 students.
In July 2020, the Company completed the acquisition of the Wall
Street English business in Vietnam. Founded in 2013, the WSE
Vietnam business operates through seven centres in Ho Chi Minh and
Binh Dhuong serving ca. 2,600 students.
The Company also operates a joint venture with Auston Institute
of Management to develop and operate the Auston College Myanmar.
The private school opened in May 2018 offering diplomas in
Engineering Technology, Mechanical Engineering and Networking,
Information Systems, and Security. English language learning is
also provided by the Company's nearby Wall Street English centre.
In February 2020, the Company announced a partnership with
Liverpool John Moores University to provide high quality
engineering training programmes for young, working professionals in
Myanmar, to be taught by Auston College Myanmar's teaching staff at
its Junction Square complex in Yangon.
In August 2019 the Company launched its first private K-12
international school, the Yangon American International School
("Yangon American") in Yangon. In July 2021 Yangon American has
been recognised as an official International Baccalaureate Primary
Years Programme ("IB PYP") school by the International
Baccalaureate Organization.
Services sector: through its acquisition of EXERA, the Company
offers security, risk management and secure logistics services,
including cash-in-transit. Founded in 2013, EXERA employs
approximately 1,600 well-trained and high-quality security officers
making it one of the largest security services providers in
Myanmar.
Hospitality sector: through its portfolio, the Company currently
manages over 470 beds across four boutique hotels in three core
tourist locations across Myanmar, operating under the award winning
Ostello Bello budget hospitality brand. MSH operates an asset light
strategy, entering into long-term operating and management
agreements with local hotel owners.
Vietnam and Myanmar were among the fastest growing economies in
Asia in 2017-2020 (Source: Asian Development Bank). In 2021 and
2022, Vietnam's annual GDP growth is expected to be 3.8% and 6.5%
respectively (Source: Asian Development Bank).
MSH is well positioned to provide investors early exposure to
Myanmar's and Vietnam's strong economic fundamentals enhanced by
ASEAN's wider growth prospects.
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END
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