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MIL Myanmar Investments International Limited

0.03
0.00 (0.00%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Myanmar Investments International Limited LSE:MIL London Ordinary Share VGG636111004 ORD NPV
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.03 0.0235 0.04 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Myanmar Investments Intl Ltd Interim results to 30 September 2018 (5317I)

26/11/2018 3:59pm

UK Regulatory


TIDMMIL

RNS Number : 5317I

Myanmar Investments Intl Ltd

26 November 2018

 
 This announcement contains inside   26 November 2018 
  information 
 

Myanmar Investments International Limited

Interim results to 30 September 2018 and strategic update

Myanmar Investments International Limited [AIM: MIL] ("MIL" or the "Company"), the AIM-quoted Myanmar focused investment company, today announces its unaudited interim financial results for the six months to 30 September 2018 and an update on the Company's recent performance, strategy and prospects for its next stage of growth. All financial data is based on the unaudited management accounts. All dates are in the year 2018 unless otherwise stated.

Overview

To date the Company has invested in three businesses in Myanmar, all of which are performing well and each of which are having a positive impact on the lives of Myanmar citizens. The Company takes an active role in each of these businesses; meeting regularly with the management teams at board and shareholder level and contributing to their strategic development.

As stated in the strategic update in April, the Company has taken steps to reduce its operational overheads and to restructure and stream-line its operations to focus on managing these existing businesses in an efficient manner. Whilst less time is spent and lower costs are incurred on looking at new investments, the Company continues to keep a look out for attractive business opportunities.

The impact of the cost reduction measures can already be seen to be taking effect from the reduction in the Company's annualised cash overheads for the period being 23% lower on a per share basis than for the year to 31 March. The Company expects to show a more significant reduction in the level of its cash overheads in the second half of the year.

Summary update

   --    MIL's existing joint venture businesses have achieved positive results over the period: 

o Apollo Towers Holdings Limited ("Apollo Towers"), one of Myanmar's leading independent tower companies ("ITC") is steadily growing the number of co-tenancies on its existing towers (all four of the existing mobile network operators and one of the fixed broadband companies). The Company will be exchanging its shares in Apollo Towers for shares in Towers (M) Holdings Pte Ltd ("Towers Holdings"), which in turn owns Pan Asia Majestic Eagle Limited ("Pan Asia Towers") Myanmar's fourth largest ITC. It is intended that both Apollo Towers and Pan Asia Towers will be under the common ownership of Towers Holdings. Together the two businesses will have an initial aggregated portfolio of approximately 3,050 towers and 6,100 tenants.

o Myanmar Finance International Limited ("MFIL"), the Company's microfinance joint venture, has continued to grow its business on the back of additional debt funding. As a result, its loan book has increased by a Compounded Annual Growth Rate ("CAGR") of 61% (since investment) to US$14.3 million and the number of borrowers has increased to over 70,000.

o Medicare International Health & Beauty ("MIHB"), the Company's joint venture with Medicare of Vietnam has become a leading franchise in the pharmacy, health and beauty space. To date MIL has invested US$1.9 million for a 48.6% stake, funding an initial network of 14 stores with a further two under construction. As previously announced, the joint venture has plans to roll-out more stores and build on its market leading position.

-- The reduction in overheads, that started midway through this financial period, is already illustrated in the financial results. In the period to 30 September, the unaudited accounts show the core cash-based overheads were US$880,000 which is 23% lower on a per share basis than for the year to 31 March. Management expects that by March 2019 the monthly overheads to have reduced even further.

-- As at 30 September, the Company had cash resources of approximately US$4.7 million (2017: US$8.3 million) according to the unaudited accounts.

-- The Company continues to see interesting investment opportunities and evaluates those where it believes there is a compelling business case in segments of the economy where the Directors see investment and growth opportunities arising; currently the focus is on prospective investments in the healthcare, financial services and consumer sectors.

-- The transition from military dictatorship to civilian government continues though not without its difficulties. The situation in Rakhine state, which stems from a complex and historically charged background, remains unremedied. The Advisory Commission, led by the late former UN Secretary General Kofi Annan, on the Rakhine State crisis has provided an important framework which can possibly provide the foundations for addressing the distressing situation there.

Apollo Towers

Background

Apollo Towers is the second largest independent telecom tower company in Myanmar. Established in 2013 it provides tower and power services to all of the countries mobile network operators, being Telenor of Norway (Apollo Towers' anchor tenant), Ooredoo of Qatar, MPT (the state-owned enterprise jointly managed with KDDI and Sumitomo) and the Viettel-led consortium, MyTel.

MIL first invested in Apollo Towers in July 2015 when it led a consortium of investors that invested US$30 million for a 14.2% shareholding in Apollo Towers. The other shareholders were TPG Growth ("TPG"), one of the world's largest alternative asset managers with assets under management of over US$90 billion, and Sanjiv Ahuja, the ex-Orange CEO. As at 30 September, MIL's indirect shareholding in Apollo Towers was 9.1% for a cost of US$21 million.

On 21 September, the Company announced that its subsidiary, MIL 4 Limited, had agreed to exchange its existing shares in Apollo Towers for shares in Towers (M) Holdings Pte. Ltd. ("Towers Holdings"). This reorganisation forms part of a much larger transaction under which funds controlled by TPG have set up Towers Holdings which has acquired Pan Asia Majestic Eagle Limited ("Pan Asia Towers"), Myanmar's fourth largest independent tower company.

MIL sits on the board of Apollo Towers (and will sit on the board of Towers Holdings) and contributes actively to the strategy and growth of the company.

Update

-- The Myanmar telecoms sector continues to experience solid growth with continuing demand for capacity expansion. Myanmar's mobile penetration rate continues to grow with estimates currently as high as 105%. Coupled with this is the prevalence of data enabled devices. Smartphones are estimated to account for approximately 80% of the mobile phones in use in the country and data demand drives the need for connectivity. Connectivity requires an extensive network of telecom towers with reliable power. Myanmar currently has 15,827 towers and is expected to reach 23,000 towers within the next few years. Apollo Towers has built a strong reputation in the market for its capability in providing and maintaining "tower and power" solutions for its customers. Pan Asia Towers has built a strong reputation for providing towers only. Towers Holdings, the new owner of Pan Asia Towers, will look to leverage the best practices of both companies in providing as full a suite of services as is possible and commercially attractive to the customers of both businesses.

-- Apollo Towers has nearly doubled its tower portfolio to 1,776 towers since MIL's investment in 2015 and Tower Holdings will have higher capacity to build more towers in its next phase of development. 11% of Myanmar's telecom towers are now under Apollo Towers' management, making it the second largest independent telecom tower in Myanmar.

-- Apollo Towers is experiencing a significant increase in the number of co-tenants on its towers from both the entry of Myanmar's fourth mobile operator, MyTel, and also the country's multiple new internet service providers. As at 30 September its co-location ratio (being the number of multiple tenancies on its towers) was 2.0 times. The co-location ratio (or "Lease-up-Rate" or "LUR") is a key driver of profitability for tower companies. By adding additional tenants to existing towers, the yield on invested capital can significantly improve, making each additional tenant highly accretive in terms of EBITDA and eventually enterprise value. Market analysis for Myanmar points to a LUR of 2.2x by 2021.

-- Pan Asia Towers was established in 2013 and owns approximately 1,300 towers that it has constructed and leased to Ooredoo Myanmar Limited (Pan Asia Towers' anchor tenant), Telenor Myanmar Limited and MPT. In addition, Pan Asia Towers has long-term tenancy contracts with all the country's MNOs including a large-scale commitment for additional tenancies from the recent arrival, MyTel.

-- It is intended that both Apollo Towers and Pan Asia Towers will be under the common ownership of Towers Holdings. Together the two businesses will have an initial aggregated portfolio of approximately 3,050 towers and 6,100 tenants, which, on a pro-forma aggregated basis would represent a LUR of approximately 2.0x as at the end of September 2018.

-- Apollo Towers' and Pan Asia Towers' unaudited management accounts for the six months from March to September 2018, were they to be annualised and aggregated, indicate annual revenues of US$89 million and an EBITDA of US$61 million.

-- Going forward, the two businesses intend to increase the number of towers in their portfolios and, given the existing undrawn debt facilities available to them, coupled with cash flows from operations, there will be available capital to add a further 1,000 additional towers over the next few years. Additionally, the two businesses intend to add additional tenancies to these new towers as well as their existing towers and thereby increase the combined LUR from the current pro-forma level of 2.0x and will target to achieve or exceed an LUR 2.2x within a few years in line with the market.

-- The existing debt facilities will remain in place, including the US$250 million loan facility granted by the US Government's Overseas Private Investment Corporation ("OPIC") to Apollo Myanmar (of which only US$165 million has been drawn) and Apollo Towers' US$100 million mezzanine facility. In addition, based on the existing and new acquisition debt facilities, less the available cash, the net debt in the two businesses at closing is expected to be approximately US$326 million (5.4x the proforma annualised EBITDA of the two underlying businesses).

-- Once the share swap is complete, MIL 4's 13.6% shareholding in Apollo Towers will have been exchanged for an approximate 6.0% shareholding in Towers Holding. The ratio, for deriving the relative shareholdings in Towers Holdings, was derived on an arm's length basis between MIL 4 and TPG taking into account input from an independent valuer and is still subject to finalisation of some of the account balances. MIL's indirect interest in Towers Holdings will be approximately 4.0%.

-- The Directors are of the view that contributing MIL's investment in Apollo Towers into a reorganised holding under Towers Holding will enhance the future growth of the investment and accelerate a path to an ultimate liquidity event. Having the two businesses under common ownership would make a suitable candidate for a listing on one of the region's stock exchanges over the next one to two years. It is therefore advantageous to move its investment into a combined business holding company rather than remain as a minority investor in one of the businesses. The Directors expect to have similar levels of minority protection and investor rights attached to an investment in Towers Holding upon the share-swap and will be represented on the board of Directors of Towers Holding.

Myanmar Finance International Limited ("MFIL")

Background

MFIL is one of the leading microfinance operators in Myanmar and provides small loans (US$202 (MMK 315,000) on average per borrower, but it can be as high as MMK 10 million or US$6,410) to small-scale business operators in rural and semi-urban areas in Yangon and Bago.

MFIL was established as a microfinance joint venture in August 2014 by MIL and Myanmar Finance Company Limited ("MFC") a company controlled by U Htet Nyi, a Myanmar entrepreneur and honorary consul for Norway and Finland. In November 2015, the Norwegian Investment Fund for Developing Countries ("Norfund"), the Norwegian development finance institution, also became a shareholder such that the shareholdings today are MIL 37.5%, MFC 37.5% and Norfund 25%, with a total paid up capital of nearly US$6 million. MIL's total investment cost to date is US$2.3 million.

MIL sits on the board of MFIL and works closely with the management and shareholders in growing the business, especially in assisting with securing debt finance.

Update

-- MFIL is a profitable microfinance company and has a positive impact on the lives and economic well-being of its customers.

-- The key driver of profitability for a microfinance business is the net interest margin. Gross loan rates are capped at 30%. The highest marginal cost is the costs of funds followed by the cost of operations and the provisions for loan losses. In addition to keeping a tight grip on loan losses, the key means of driving profitability further is through scale, lowering the cost of operations.

-- MFIL is looking to grow its loan book (by increasing the average size of loan, adding more qualified customers, and broadening its product offering to include microbusiness loans) in the existing areas of operation as well as expand its geographic presence. It recognises, however, that with growth and expansion of products, it must continue to invest more in systems and training.

-- During the six months to 30 September, MFIL continued its strong growth trajectory with its borrower base now over 70,000 borrowers and its loan book up to MMK 22.2 billion (US$14.3 million), a CAGR of 61% and 126% respectively since MIL's initial investment.

-- The average loan size provided by MFIL has increased by 294% to MMK 315,000 (US$202) from MMK 80,000 at the time of the initial investment.

-- MFIL's net profit after tax for the six months to 30 September was US$228,000 according to the unaudited accounts.

-- MFIL's portfolio-at-risk ("PAR") (over 30 days) stood at 0.8% as of end September. Over the last 6 months the industry has seen a gradual but persistent rise in its PAR. Although we believe MFIL's is still below industry norms it nonetheless is a cause for concern and management has been reviewing its operations and implementing remedial actions.

-- The new micro-business product has been well received and as of end September, comprises 21% of the total loans portfolio.

-- MFIL now has nine branches, including five in Yangon and four in Bago, with plans to add 2 more branches in Bago.

-- MFIL has to-date drawn down about US$12 million worth of Kyat-denominated debt facilities and is continuing to source further similar debt facilities.

-- Certain areas in which MFIL operates are showing strains in terms of borrower over-indebtedness and excessive competition. MIL will continue to work closely with MFIL management to navigate through these challenges ahead, with the cooperation of the industry through the Myanmar Microfinance Association.

-- During the period, the US dollar has appreciated substantially against the Kyat, from 1,335 as of end March 2018 to 1,560 as of end September 2018. MFIL's operations are almost entirely denominated in local currency, and as such, has seen minimal impact on operations from the significant forex movements. There is however some impact on the cost of borrowings on the unhedged portion of the interest on certain US Dollar loans. The most significant impact on MFIL from the Company's perspective is on the Company's valuation of MFIL, given the functional and presentation currency of MFIL are both in Kyat, against the Company's functional and presentation currency in US Dollars.

Medicare International Health & Beauty ("Medicare")

Background

Medicare is the first full service chain of modern pharmacy, health and beauty franchise stores in Myanmar. MIL established the business in 2017 together with Medicare Vietnam, Vietnam's leading pharmacy, health, beauty and personal care retail groups. The business is now the largest such chain in the country and is reputed to be the largest employer of trained pharmacists in the country. In 12 months there are now 14 modern franchised stores on the streets and in the shopping centres of Yangon. Medicare provides the growing customer base at its franchised stores with a very broad range (4,500 SKUs) of international quality products at affordable prices.

As of 30 September, MIL has invested US$1.9 million for a 48.6% shareholding in Medicare and expects to invest more as the store rollout programme continues.

Update

-- MIL is excited at the prospects for the pharmacy, healthcare and personal care retail sector given the expected rise in consumer spending power. McKinsey has predicted that the middle and affluent classes in Myanmar are set to boom in the coming years and this segment could grow to 19 million people by 2030, tripling consumer spending from US$35 billion to US$100 billion.

-- Since March, the Medicare joint venture has rolled out an additional five stores and so now has 14 stores operating in Yangon with two more stores expected to open shortly.

-- Medicare now employs over 146 staff, many of whom were sent to Vietnam for their initial training. All the pharmacists are University educated and speak both Myanmar and English.

-- At this stage, Medicare is continuing to refine its product offering both in terms of the range of products that it offers as well as the locations in which it operates. It is expected that within three years, Medicare will expand the number of stores to over 60 stores, predominantly in Yangon and the other major cities.

-- As Medicare is still in the ramp up phase it continues to make losses and the Company's share of the losses for the period from March to September amounted to US$404k according to the unaudited accounts.

Strategic Update

In April, MIL issued a strategic update setting out its approach to addressing the challenges arising from both inside and outside the country. Since that date, the Company has made significant headway in reducing its cost base and focussing its resources on the Company's three core investments.

MIL has a clear strategy for its current and potential investments in Myanmar:

-- To stay focused on managing the value creation process in the existing businesses and actively managing risk minimisation / reward maximisation to produce superior long-term returns. This will also come from additional investment in the existing companies.

   --   Seeking to optimise returns by determining the point and method of monetisation. 

In essence, MIL's strategy is to build net asset value per share as well as to generate dividends when it becomes commercially appropriate. Over time this will provide an attractive total return to its shareholders.

Financial Performance

Profit and Loss

For the six months to 30 September, MIL's unaudited consolidated loss after tax was US$1.38 million.

This principally represents:

   --    the overheads associated with running the Company's business (US$904,000); 
   --    our share of MFIL's profits (US$85,000); 
   --    our share of Medicare's losses (US$404,000); 

-- transaction costs associated with investigating investments that did not come to fruition (US$49,000); and

-- the non-cash impact of the share-based payments arising from the Company's Employee Share Option Plan ("ESOP") (US$96,000).

It should be noted that for the six months to 30 September 2017, the cost of MIL's overheads (i.e. excluding the joint venture results, transaction costs and share based payments) was US$1.09 million. As such the level of overheads for the six months to 30 September reduced by US$190,000 over the past year. On a per share basis this has dropped from 3.22c to 2.41c, a reduction of 25.3%.

Net asset value

The Directors have determined that MIL's Net Asset Value ("NAV") as at 30 September was US$35.5 million, or US$0.944 per share. This is comprised of:

-- the investment in Apollo Towers of US$24 million, excluding the non-controlling interests, determined using Discounted Cash Flow methodology;

-- the investment in MFIL of US$4.9 million, determined using the Price to Book Value methodology;

-- the investment in Medicare of US$1.9 million, determined based on the price of recent investment; and

   --    cash and other net assets of US$4.7 million. 

In accordance with the Company's stated policy, the Company's investments have been determined by reference to the prevailing International Private Equity and Venture Capital Guidelines.

As at 31 March the Directors had assessed the value of the Group's investment in Apollo Towers to be US$24 million, this being determined using the discounted cash flow methodology. In assessing the value of the investment as at 30 September, the Directors have decided that it is still appropriate to maintain that methodology and, whilst some of the variables may have changed slightly during the period, it is still appropriate to maintain that value.

As at 31 March the Directors had assessed the value of the Group's investment in MFIL to be US$6.3 million, this being determined using the price to forward book value methodology. In assessing the value of the investment in MFIL as at 30 September, the Directors have decided that it is appropriate to maintain that methodology. On that basis, the value of the investment in MFIL as at 30 September is assessed to be US$4.9 million. The core business has continued to perform and grow well during this period however the reduction in value is due mainly to:

   --    Changes in the prevailing values of comparable companies (69.2% of the changed value); and 

-- The 17% appreciation of the US dollar against the Myanmar Kyat over this six month period (69.6% of the changed value).

The Directors have assessed the value of the Group's investment in Medicare as at 30 September to be US$1.9 million determined based on the price of recent investment. This is the same methodology as was used at 31 March.

During the six months to 30 September, the Company raised US$152,179 from the exercise of warrants.

The NAV valuation of US$35.5 million is a decrease of US$2.4 million (6.2%) from US$37.9 million over the six month period to 30 September. This is mainly attributable to:

-- the US$1.4 million reduction in the valuation of MFIL due to the Kyat depreciation and the reduction of the comparable benchmarks; and

   --    overheads and transaction costs of US$960,000. 

Unaudited Financial Statements

Attached to this announcement are the unaudited financial statements, which have been prepared in compliance with IFRS.

Commenting on the Interim Results, Craig Martin, Managing Director of Myanmar Investments International Limited, said:

"In the light of a difficult market for raising new funds, the Board has taken prudent measures to ensure that the Company has enough cash to meets its operating overheads and investment needs for the next 24 months. Although the results at 30 September show improved cost control, the full impact of the reduction in overheads will only be seen by March 2019. Each of the existing investments are growing in their segments and making a positive impact to the economy and the communities in which they operate. Within the next 24 months or so we anticipate that the investment in the telecom tower sector may become ripe for a potential liquidity event, which could provide the opportunity for the first realisation and a distribution. We will seek to make further efforts to protect the downside in the portfolio, enhance options for upside and maintain a strict and stringent focus on operational overheads."

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

For further information please contact:

 
Craig Martin                         Michael Dean 
 Managing Director                    Finance Director 
 Myanmar Investments International    Myanmar Investments International 
 Ltd                                  Ltd 
 +95 (0) 1 391 804                    +95 (0) 1 391 804 
 +95 (0) 94 0160 0501                 +95 (0) 94 2006 4957 
 craigmartin@myanmarinvestments.com   mikedean@myanmarinvestments.com 
 
  Nominated Adviser                    Broker 
  Philip Secrett / Jamie Barklem       William Marle / Giles Rolls 
  / Seamus Fricker                     finnCap Ltd 
  Grant Thornton UK LLP                +44 (0) 20 7220 0500 
  +44 (0) 20 7383 5100 
 

For more information about MIL, please visit www.myanmarinvestments.com

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                                Present        Prior       Prior Full 
                                                Interims      Interims        Year 
                                              1 April 2018  1 April 2017  1 April 2017 
                                               to 30 Sept    to 30 Sept    to 31 March 
                                        Note      2018          2017          2018 
                                               Unaudited     Unaudited      Audited 
                                                  US$           US$           US$ 
 
Revenue                                                  -             -             - 
Other item of income 
Other income                             4             317           182           530 
Items of expense 
Employee benefits expense                5       (644,981)     (835,839)   (1,601,194) 
Depreciation expense                     12       (11,023)       (3,966)       (8,789) 
Other operating expenses                         (396,912)     (476,780)   (1,252,959) 
Finance costs                            6         (7,715)       (6,999)      (15,211) 
Share of results of joint venture, 
 net of tax                              10      (318,185)      (63,120)     (190,949) 
Loss before income tax                   7     (1,378,499)   (1,386,522)   (3,068,572) 
Income tax (expense)/credit              8           (876)           374       (6,164) 
Loss for the financial period                  (1,379,375)   (1,386,148)   (3,074,736) 
                                              ============  ============  ============ 
 
Other comprehensive income: 
Items that may be reclassified 
 subsequently to profit or loss: 
Exchange (loss)/gain arising 
 on translation of foreign operations    10      (325,335)        11,773        57,051 
Fair value gain on available-for-sale 
 financial assets                        11              -             -     4,604,478 
                                              ------------  ------------  ------------ 
Other comprehensive income 
 for the financial period, net 
 of tax                                          (325,335)        11,773     4,661,529 
                                              ------------  ------------  ------------ 
Total comprehensive income 
 for the financial period                      (1,704,708)   (1,374,375)     1,586,793 
                                              ============  ============  ============ 
 
Loss attributable to: 
Owners of the parent                           (1,366,706)   (1,384,970)   (3,049,533) 
Non-controlling interests                         (12,669)       (1,178)      (25,203) 
                                              ------------  ------------  ------------ 
                                               (1,379,375)   (1,386,148)   (3,074,736) 
                                              ============  ============  ============ 
Total comprehensive income 
 attributable to: 
Owners of the parent                           (1,692,041)   (1,373,197)        77,170 
Non-controlling interests                         (12,669)       (1,178)     1,509,623 
                                               (1,704,710)   (1,374,375)     1,586,793 
                                              ============  ============  ============ 
Loss per share (cents) 
 
  *    Basic and diluted                 9          (3.64)        (4.08)        (8.57) 
                                              ============  ============  ============ 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                         Present        Prior       Prior Full 
                                         Interims      Interims        Year 
                                       1 April 2018  1 April 2017  1 April 2017 
                                        to 30 Sept     to 30 Sep    to 31 March 
                                Notes      2018          2017          2018 
                                        Unaudited     Unaudited      Audited 
                                           US$           US$           US$ 
ASSETS 
Non-current assets 
Investments in joint ventures    10       3,204,263     2,155,334     3,347,783 
Available for sale financial 
 assets                          11               -    31,395,522    36,000,000 
Equity instrument designated 
 at fair value through profit 
 or loss                         11      36,000,000             -             - 
Plant and equipment              12          46,881        12,217        54,751 
                                       ------------  ------------  ------------ 
Total non-current assets                 39,251,144    33,563,073    39,402,534 
                                       ------------  ------------  ------------ 
 
Current assets 
Other receivables                           234,202       291,068       194,584 
Cash and cash equivalents                 4,654,103     8,305,290     6,282,330 
                                       ------------  ------------  ------------ 
Total current assets                      4,888,305     8,596,358     6,476,914 
                                       ------------  ------------  ------------ 
TOTAL ASSETS                             44,139,449    42,159,431    45,879,448 
                                       ------------  ------------  ------------ 
 
EQUITY AND LIABILITIES 
Equity 
Share capital                    14      40,257,473    39,689,881    40,161,942 
Share option reserve             15       1,316,327     1,094,090     1,220,549 
Accumulated losses                      (9,008,457)   (9,054,535)  (10,711,403) 
Fair value reserve               16               -             -     3,069,652 
Foreign exchange reserve                  (537,625)     (257,569)     (212,290) 
                                       ------------  ------------  ------------ 
Equity attributable to owners 
 of the parent                           32,027,718    31,471,867    33,528,450 
Non-controlling interests                11,891,062    10,392,929    11,903,731 
                                       ------------  ------------  ------------ 
Total equity                             43,918,780    41,864,796    45,432,181 
                                       ------------  ------------  ------------ 
 
LIABILITIES 
Current liabilities 
Other payables                              208,435       287,100       432,330 
Income tax payable                           12,234         7,535        14,937 
                                       ------------  ------------  ------------ 
Total current liabilities                   220,669       294,635       447,267 
                                       ------------  ------------  ------------ 
TOTAL EQUITY AND LIABILITIES             44,139,449    42,159,431    45,879,448 
                                       ============  ============  ============ 
NET ASSETS ATTRIBUTABLE TO 
 SHAREHOLDERS OF THE COMPANY             32,027,718    31,471,867    33,528,450 
                                       ============  ============  ============ 
 

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTH PERIODED 30 SEPTEMBER 2018

 
                                                                                         Equity 
                                                                                   attributable 
                                      Share    Foreign                                to owners         Non- 
                           Share     option   exchange   Fair value   Accumulated            of  controlling 
                Note     capital    reserve    reserve      reserve        losses    the parent    interests        Total 
                             US$        US$        US$          US$           US$           US$          US$          US$ 
 
At 31 March 
 2018                 40,161,942  1,220,549  (212,290)    3,069,652  (10,711,403)    33,528,450   11,903,731   45,432,181 
Effect of 
 adopting IFRS 
 9                             -          -          -  (3,069,652)     3,069,652             -            -            - 
                      ----------  ---------  ---------  -----------  ------------  ------------  -----------  ----------- 
At 1 April 
 2018                 40,161,942  1,220,549  (212,290)            -   (7,641,751)    33,528,450   11,903,731   45,432,181 
 
Loss for the 
 financial 
 period                        -          -          -            -   (1,366,706)   (1,366,706)     (12,669)  (1,379,375) 
 
Other 
comprehensive 
income for 
the financial 
period 
Exchange 
 gain/(loss) 
 arising on 
 translation 
 of foreign 
 operations      10            -          -  (325,335)            -             -     (325,335)            -    (325,335) 
                      ----------  ---------  ---------  -----------  ------------  ------------  -----------  ----------- 
Total other 
 comprehensive 
 income 
 for the 
 financial 
 period                        -          -  (325,335)            -             -     (325,335)            -    (325,335) 
                      ----------  ---------  ---------  -----------  ------------  ------------  -----------  ----------- 
Total 
 comprehensive 
 income for 
 the financial 
 period                        -          -  (325,335)            -   (1,366,706)   (1,692,041)     (12,669)  (1,704,710) 
Contributions 
by and 
distributions 
to owners 
                      ----------  ---------  ---------  -----------  ------------  ------------  -----------  ----------- 
Exercise of 
 warrants        14      152,179          -          -            -             -       152,179            -      152,179 
Share issue 
 expenses        14     (56,648)          -          -            -             -      (56,648)            -     (56,648) 
Share option 
 expense         15            -     95,778          -            -             -        95,778            -       95,778 
Total 
 contributions 
 by and 
 distributions 
 to owners                95,531     95,778          -            -             -       191,309            -      191,309 
At 30 
 September 
 2018                 40,257,473  1,316,327  (537,625)                (9,008,457)    32,027,718   11,891,062   43,918,780 
                      ==========  =========  =========  ===========  ============  ============  ===========  =========== 
 
 
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 
 FOR THE FINANCIAL YEARED 31 MARCH 2018 
----------------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                         Equity 
                                                                                                   attributable 
                                                        Share    Foreign       Fair                   to owners         Non- 
                                             Share     option   exchange      value   Accumulated            of  controlling 
                                  Note     capital    reserve    reserve    reserve        losses    the parent    interests          Total 
                                               US$        US$        US$        US$           US$           US$          US$            US$ 
 
At 1 April 2017                         32,656,994    866,390  (269,341)          -   (7,669,565)    25,584,478   10,394,108     35,978,586 
 
Loss for the financial year                      -          -          -          -   (3,049,533)   (3,049,533)     (25,203)    (3,074,736) 
 
Other comprehensive income for 
 the financial year 
Exchange gain arising on 
 translation 
 of foreign operations             10            -          -     57,051          -             -        57,051            -         57,051 
Fair value gain on 
 available-for-sale 
 financial assets                  16            -          -          -  3,069,652             -     3,069,652    1,534,826      4,604,478 
                                        ----------  ---------  ---------  ---------  ------------  ------------  -----------  ------------- 
Total other comprehensive income 
 for the financial year                          -          -     57,051  3,069,652             -     3,126,703    1,534,826      4,661,529 
                                        ----------  ---------  ---------  ---------  ------------  ------------  -----------  ------------- 
Total comprehensive income for 
 the financial year                              -          -     57,051  3,069,652   (3,049,533)        77,170    1,509,623      1,586,793 
 
Contributions by and 
distributions 
to owners 
                                        ----------  ---------  ---------  ---------  ------------  ------------  -----------  ------------- 
Issue of shares                    14    7,293,725          -          -          -             -     7,293,725            -      7,293,725 
Exercise of warrants               14      520,781          -          -          -             -       520,781            -        520,781 
Share issue expenses               14    (309,558)          -          -          -             -     (309,558)            -      (309,558) 
Share options expense              15            -    361,854          -          -             -       361,854            -        361,854 
Cancellation of share options      15            -    (7,695)          -          -         7,695             -            -              - 
                                        ----------  ---------  ---------  ---------  ------------  ------------  -----------  ------------- 
Total contributions by and 
 distributions 
 to owners                               7,504,948    354,159          -          -         7,695     7,866,802            -      7,866,802 
 
At 31 March 2018                        40,161,942  1,220,549  (212,290)  3,069,652  (10,711,403)    33,528,450   11,903,731     45,432,181 
                                        ==========  =========  =========  =========  ============  ============  ===========  ============= 
 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

 
                                             Present         Prior       Prior Full 
                                             Interims       Interims        Year 
                                          Period ended   Period ended   Period ended 
                                           30 Sept 2018   30 Sept 2017    31 March 
                                                                            2018 
                                            Unaudited      Unaudited      Audited 
                                    Note       US$            US$           US$ 
 
Operating activities 
Loss before income tax                      (1,378,499)    (1,386,522)   (3,068,572) 
 
Adjustments for: 
   Interest income                   4            (317)          (182)         (530) 
   Finance costs                     6            7,715          6,999        15,211 
   Depreciation of plant and 
    equipment                        12          11,023          3,966         8,789 
   Fixed assets written off                           -              -         1,207 
   Share-based payment expense       15          95,778              -       361,854 
   Share of results of joint 
    ventures, net of tax             10         318,185         63,120       190,949 
Operating cash flows before 
 working capital changes                      (946,115)    (1,084,919)   (2,491,092) 
 
Changes in working capital: 
   Other receivables                           (39,618)       (92,564)         3,920 
   Other payables                             (223,895)      (345,639)     (200,408) 
Cash used in operations                     (1,209,628)    (1,523,122)   (2,687,580) 
   Interest received                                317            182           530 
   Finance costs paid                           (7,715)        (6,999)      (15,211) 
   Income tax paid                              (3,579)        (2,311)       (1,447) 
Net cash flows used in operating 
 activities                                 (1,220,605)    (1,532,250)   (2,703,708) 
                                          -------------  -------------  ------------ 
 
Investing activities 
Investments in joint ventures        10       (500,000)      (495,000)     (895,000) 
Advances to joint ventures           10               -              -     (875,000) 
Purchase of plant and equipment      12         (3,153)        (3,673)      (52,237) 
                                          -------------  -------------  ------------ 
Net cash flows used in investing 
 activities                                   (503,153)      (498,673)   (1,822,237) 
 
Financing activities 
Net proceeds from issuance 
 of shares                           14          95,531      7,032,887     7,504,948 
Net cash flows generated from 
 financing activities                            95,531      7,032,887     7,504,948 
 
Net change in cash and cash 
 equivalents                                (1,628,227)      5,001,964     2,979,003 
Cash and equivalents at beginning 
 of the period                                6,246,186      3,267,183     3,267,183 
Cash and equivalents at end 
 of financial period                          4,617,959      8,269,147     6,246,186 
                                          =============  =============  ============ 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIODED 30 SEPTEMBER 2018

   1.        General corporate information 

Myanmar Investments International Limited (the "Company") is a limited liability company incorporated and domiciled in the British Virgin Islands ("BVI"). The Company's registered office is at Jayla Place, Wickhams Cay I, Road Town, Tortola, British Virgin Islands.

The Company's ordinary shares and warrants are traded on the AIM market of the London Stock Exchange under the ticker symbols MIL and MILW respectively.

The Company has been established for the purpose of identifying and investing in, and disposing of, businesses operating in or with business exposure to Myanmar. The Company will target businesses operating in sectors that the Directors believe have strong growth potential and thereby can be expected to provide attractive yields, capital gains or both.

Details of the Company's investments in its joint ventures are disclosed in Note 10; its equity instrument designated at fair value through profit or loss is disclosed in Note 11 and the principal activities of the subsidiaries are disclosed in Note 13.

The consolidated financial statements of the Company and its subsidiaries (the "Group") for the six month period ended 30 September 2018 were approved by the Board of Directors on 26 November 2018.

Whilst the financial information included in this announcement has been prepared in accordance with the International Financial Reporting Standards ("IFRS"), this announcement does not in itself contain sufficient information to comply with IFRS. The full audited financial statements of the Company for the year to 31 March 2018 can be found on the Company's website at www.myanmarinvestments.com.

   1.1      Going concern 

After due and careful enquiries, the Directors have a reasonable expectation that the Company has adequate financial resources to continue in operational existence for the foreseeable future. This expectation is based on a review of the Company's existing financial resources, its present and expected future commitments in terms of its overheads and running costs; and its commitments to its existing investments.

Accordingly, the Directors have adopted the going concern basis in preparing the consolidated financial statements.

   2.        Summary of significant accounting policies 

The Company's accounting policies are available in the financial statements for the year to 31 March 2018, a copy of which can be found on the Company's website at www.myanmarinvestments.com.

The Group has also adopted IFRS 9 and designated its available-for-sale financial assets as equity instruments carried at fair value through profit or loss in the current financial period. Accordingly, the Group has transferred the fair value reserve to retained earnings on adoption of IFRS 9.

   3.        Significant accounting judgements and estimates 

The Company's significant accounting judgements and estimates used in the preparation of these financial statements are available in the full audited financial statements for the year to 31 March 2018, a copy of which can be found on the Company's website at www.myanmarinvestments.com.

   4.        Other income 
 
                                              6 months to  Year ended 
                            6 months to 30   30 September    31 March 
                            September 2018           2017        2018 
                                       US$            US$         US$ 
 
         Interest income               317            182         530 
                                       317            182         530 
                           ===============  =============  ========== 
 
   5.        Employee benefits expense 
 
                                                              6 months to  Year ended 
                                            6 months to 30   30 September    31 March 
                                            September 2018           2017        2018 
                                                       US$            US$         US$ 
 
         Salaries, wages and other staff 
          benefits                                 535,503        573,139   1,104,340 
         Bonuses                                    13,700         35,000     135,000 
         Share option expense                       95,778        227,700     361,854 
                                           ---------------  -------------  ---------- 
                                                   644,981        835,839   1,601,194 
                                           ===============  =============  ========== 
 

The employee benefits expense includes the remuneration of Directors as disclosed in Note 17.

   6.        Finance costs 

Finance costs represent bank charges for the financial period.

   7.        Loss before income tax 

In addition to the charges and credits disclosed elsewhere in the notes to the consolidated financial statements, the above includes the following charges and credits:

 
                                            6 months          6 months 
                                     to 30 September   to 30 September      Year ended 
                                                2018              2017   31 March 2018 
                                                 US$               US$             US$ 
 
         Auditor's remuneration               27,252            21,946          54,815 
         Consultants fees                    170,141           153,897         349,911 
         Operating lease expenses             50,585            32,842          64,042 
         Professional fees                    23,881            47,848          68,291 
         Travel and accommodation             38,663            49,850         156,875 
         Transaction costs                    49,206                 -         168,856 
                                    ================  ================  ============== 
 
   8.        Income tax 
 
                                                            6 months to 
                                                           30 September 
                                                                   2018 
                                                                    US$ 
         Current income tax 
 
           *    current financial period                            680 
 
           *    under-provision in prior financial year             196 
                                                          ------------- 
                                                                    876 
                                                          ============= 
 
   9.        Loss per share 

Basic loss per share is calculated by dividing the loss for the financial period attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the financial period.

The following reflects the loss and share data used in the basic and diluted loss per share computation:

 
                                                           6 months       6 months 
                                                                 to             to   Year ended 
                                                       30 September   30 September     31 March 
                                                               2018           2017         2018 
 
         Loss for the financial period attributable 
          to owners of the Company (US$)                (1,366,706)    (1,384,970)  (3,049,533) 
 
         Weighted average number of ordinary 
          shares during the financial period 
          applicable to basic loss per share             37,538,733     33,944,443   35,570,618 
 
         Loss per share 
         Basic and diluted (cents)                           (3.64)         (4.08)       (8.57) 
                                                      =============  =============  =========== 
 

Diluted loss per share is the same as the basic loss per share because the potential ordinary shares to be converted are anti-dilutive as the effect of the shares conversion would be to decrease the loss per share.

   10.      Investments in joint ventures 
 
                                                 6 months to    6 months to 
                                                30 September   30 September      Year ended 
                                                        2018           2017   31 March 2018 
                                                                        US$             US$ 
 
         At 1 April                                2,472,783      1,711,681       1,711,681 
         Investments during the period             1,375,000        495,000         895,000 
         Share of results of joint ventures, 
          net of tax                               (318,185)       (63,120)       (190,949) 
         Foreign exchange adjustment               (325,335)         11,773          57,051 
                                               -------------  -------------  -------------- 
         Balance at end of financial 
          period                                   3,204,263      2,155,334       2,472,783 
         Advances                                          -              -         875,000 
                                               -------------  -------------  -------------- 
                                                   3,204,263      2,155,334       3,347,783 
                                               =============  =============  ============== 
 

Medicare International Health and Beauty Pte. Ltd. and its subsidiary

At the end of the previous financial year, the Company's carrying amount of investment in its joint venture Medicare International Health and Beauty Pte. Ltd. ("Medicare") amounted to US$1,068,111. Included in this were advances of US$500,000 to Medicare for which 500,000 shares in Medicare were issued on 6 April 2018. During this financial period these advances are now recognised as investment in a joint venture.

During the financial period, Medicare issued 1,000,000 shares for a consideration of US$1,000,000 for

which the Company subscribed for 500,000 shares and paid a consideration of US$500,000.

In the previous financial year, the Company has also provided advances of US$100,000 to the shareholders of Medicare's joint operator which is recognised as part of cost of investment in Medicare.

The Company's effective equity interest in Medicare is 48.6% as at 30 September 2018.

Medicare is deemed to be a joint venture of the Company as the appointment of its directors and the allocation of voting rights for key business decisions require the approval of some of the other shareholders.

Myanmar Finance International Ltd.

At the end of the previous financial year, the Company's carrying amount of investment in its joint venture Myanmar Finance International Ltd. ("MFIL") amounted to US$2,279,672. Included in this were advances of US$375,000 to MFIL for which 375,000 shares in MFIL were issued on 4 April 2018. During this financial period these advances are now recognised as investment in a joint venture.

MFIL is a well-established provider of microfinance loans to small-scale business operators in rural and urban areas of Yangon and neighbouring Bago.

MFIL is deemed to be a joint venture of the Company as the appointment of its directors and the allocation of voting rights for certain key business decisions require the unanimous approval of all its shareholders.

The detail of the joint ventures are as follows:

 
                                                                                       Effective 
         Name of joint ventures                               Principal              equity interest 
          (Country of incorporation/place of business)        activities           held by the Company 
                                                                               30 September  30 September 
                                                                                   2018          2017 
                                                                                    %             % 
 
                                                         Provider of 
         Medicare International Health and Beauty         beauty, health, 
          Pte. Ltd.(1)                                    and pharmaceutical 
          (Singapore) ("Medicare")                        products                 48.6           45 
 
                                                         Provider of 
         Myanmar Finance International Limited(2)         microfinance 
          (Myanmar) ("MFIL")                              loans                    37.5          37.5 
 

(1) Audited by BDO LLP, Singapore

(2) Audited by JF Group Audit Firm, Yangon, Myanmar.

Summary

 
                                                   6 months           6 months       Year ended 
                                                to 30 September    to 30 September    31 March 
                                                     2018               2017            2018 
         Share of results of joint venture, 
          net of tax                                        US$                US$          US$ 
         MFIL                                            85,480             56,925      135,938 
         Medicare                                     (403,665)          (120,045)    (326,887) 
                                                      (318,185)           (63,120)    (190,949) 
                                              -----------------  -----------------  ----------- 
 

11. Equity instrument designated at fair value through profit or loss / Available-for-sale financial assets

 
                                                  6 months to    6 months to 
                                                  30 September   30 September    Year ended 
                                                      2018           2017       31 March 2018 
                                                           US$            US$             US$ 
 
         At 1 April                                 36,000,000     31,395,522      31,395,522 
         Fair value gain on available-for-sale 
          financial assets                                   -              -       4,604,478 
                                                 -------------  -------------  -------------- 
         Balance at end of financial period         36,000,000     31,395,522      36,000,000 
                                                 =============  =============  ============== 
 

MIL 4 Limited ("MIL 4"), a 66.67% subsidiary of the Company, was incorporated by the Company to acquire shares in Apollo Towers Pte. Ltd. ("Apollo"), an unquoted Singapore incorporated company.

On 29 July 2015, MIL 4 acquired a 14.18% stake in Apollo for a purchase consideration of US$30,182,725.

On 24 December 2015, Apollo held a further round of fund raising in which MIL 4 only invested US$1,202,797 into Apollo, resulting in a dilution of MIL 4's equity interest to 13.48%.

On 16 June 2016, MIL 4 purchased a warrant for a total consideration of US$10,000, allowing MIL 4 to purchase for a nominal amount 1.56% of Apollo's total capital stock on a fully diluted basis. The warrant has not been exercised by MIL 4 as of 31 March 2018.

On 23 June 2017, a reorganisation took place as a result of which a new holding company was created to own all of the shares in Apollo and MIL 4's shareholding was exchanged for shares in the new holding company, Apollo Towers Holdings Limited ("Apollo Towers").

Following other changes in the composition of Apollo Towers share structure, as at 31 March 2018 MIL 4's shareholding was 13.45% (fully diluted).

As announced on 21 September 2018, MIL 4 has agreed to exchange its investment in Apollo Towers for shares in Towers (M) Holdings Pte. Ltd. ("Towers Holdings") which owns Pan Asia Majestic Eagle Limited ("Pan Asia Towers") another Myanmar independent tower company. Upon completion of this reorganisation, MIL 4's existing 13.45% shareholding in Apollo Towers will be exchanged for a shareholding of approximately 6.0% in Towers Holdings, of which approximately 4.0% will be indirectly held by MIL. This reorganisation has not yet been effected, but due to other changes in the composition of Apollo Towers' share structure during this financial period, MIL 4's investment in available-for-sale financial assets represents an effective 13.65% equity interest in the unquoted share capital of Apollo Towers.

Apollo Towers owns and operates a telecommunication tower business in Myanmar through its wholly-owned subsidiary, Apollo Towers Myanmar Limited.

The investment is denominated in United States Dollars.

Management engaged their internal valuation specialists to perform a valuation on the investment. The valuation of the unquoted investment is categorised into Level 3 of the fair value hierarchy. The information on the significant unobservable inputs and the inter-relationship between key unobservable inputs and fair value are as follows:

 
                                                                                                    Inter-relationship 
                                                                                                       between key 
                                                                                                       unobservable 
         Financial      Valuation                            Significant                                  inputs 
         assets       technique used                      unobservable inputs                         and fair value 
 
         Unquoted       Discounted                                                                  Increase in 
         equity          cash flow     *    Projected revenue growth rates (range between 12% to    projected 
         investments                        16% per annum, compound annual growth rate of 13%)      revenue growth 
                                                                                                    rates based on 
                                                                                                    anchor and 
                                                                                                    co-location 
                                                                                                    tenancy growth 
                                                                                                    rates will 
                                                                                                    increase 
                                                                                                    the fair value 
                                                                                                    of the financial 
                                                                                                    asset. 
 
                                                                                                    Increase in 
                                        *    Discount rate (14.4%)                                  discount 
                                                                                                    rate will decrease 
                                                                                                    the fair value 
                                                                                                    of the financial 
                                                                                                    asset. 
 
                                                                                                    Increase in 
                                        *    Terminal value based on EBITDA multiplier of 12.4      terminal 
                                             times (from a range of 7.2 to 19.8 times)              value based on 
                                                                                                    EBITDA multiplier 
                                                                                                    will increase the 
                                                                                                    fair value of the 
                                                                                                    financial asset. 
 

The Group has designated its equity investment previously classified as available-for-sale financial assets in the financial year ended 31 March 2018 to be measured as fair value through profit or loss as at 1 April 2018. The Group intends to hold these investments for long-term appreciation in value as well as strategic investment purposes.

   12.      Plant and equipment 
 
                                             Computer                        Furniture 
                                            equipment  Office equipment   and fittings     Total 
                                                  US$               US$            US$       US$ 
         Financial period ended 30 
          September 2018 
         Cost 
         Balance at 1 April 2018                9,983             1,118         51,985    63,086 
         Additions                                  -                 -          3,153     3,153 
                                           ----------  ----------------  -------------  -------- 
         Balance at 30 September 2018           9,983             1,118         55,138    66,239 
                                           ==========  ================  =============  ======== 
 
         Accumulated depreciation 
         Balance at 1 April 2018                3,472               796          4,067     8,335 
         Depreciation for the financial 
          period                                1,765               187          9,071    11,023 
                                           ----------  ----------------  -------------  -------- 
         Balance at 30 September 2018           5,237               983         13,138    19,358 
                                           ==========  ================  =============  ======== 
 
         Carrying amount 
         Balance at 30 September 2018           4,746               135         42,000    46,881 
                                           ==========  ================  =============  ======== 
 
 
           Financial year ended 31 March 
           2018 
         Cost 
         Balance at 1 April 2017               17,410             4,895         34,733    57,038 
         Additions                              3,931                 -         48,306    52,237 
         Written off                         (11,358)           (3,777)       (31,054)  (46,189) 
                                           ----------  ----------------  -------------  -------- 
         Balance at 31 March 2018               9,983             1,118         51,985    63,086 
                                           ==========  ================  =============  ======== 
 
         Accumulated depreciation 
         Balance at 1 April 2017               11,753             3,012         29,763    44,528 
         Depreciation for the financial 
          year                                  3,077             1,038          4,674     8,789 
         Written off                         (11,358)           (3,254)       (30,370)  (44,982) 
                                           ----------  ----------------  -------------  -------- 
         Balance at 31 March 2018               3,472               796          4,067     8,335 
                                           ==========  ================  =============  ======== 
 
         Carrying amount 
         Balance at 31 March 2018               6,511               322         47,918    54,751 
                                           ==========  ================  =============  ======== 
 
 
   13.      Investment in subsidiaries 

Details of the investments in which the Group has a controlling interest are as follows:

 
                                                                                 Proportion        Proportion 
                                         Country of                                  of                of 
                                       incorporation/                            ownership         ownership 
                                          principal                               interest          interest 
                                          place of                              held by the   held by non-control 
         Name of subsidiaries             business       Principal activities      Group           interests 
                                                                                     %                 % 
 
         Myanmar Investments                             Investment 
          Limited(1)                     Singapore        holding company           100                - 
 
                                                         Provision of 
                                                          management 
         MIL Management Pte.                              services to 
          Ltd.(1)                        Singapore        the Group                 100                - 
 
         MIL No. 3 Pte. Ltd.(2)          Singapore       Dormant                    100                - 
 
                                       British Virgin    Investment 
         MIL 4 Limited (1)                 Islands        holding company          66.67             33.33 
 
         MIL Tower Ventures Limited    British Virgin 
          (2)                              Islands       Dormant                    100                - 
 
         Held by MIL Management 
          Pte. Ltd. 
                                                         Provision of 
                                                          management 
         MIL Management Co.,                              services to 
          Ltd (3)                         Myanmar         the Group                 100                - 
 

(1) Audited by BDO LLP, Singapore.

(2) Not required to be audited as the subsidiary is dormant since the date of its incorporation.

(3) Audited by JF Group Audit Firm, Yangon, Myanmar.

   14.      Share capital 
 
                                                          6 months          6 months 
                                                   to 30 September   to 30 September   Year to 31 
                                                              2018              2017   March 2018 
                                                               US$               US$          US$ 
        Issued and fully-paid share capital: 
         Ordinary shares at the beginning 
          of the period                                 40,161,942        32,656,994   32,656,994 
         Issuance of ordinary shares during 
          the period                                             -         7,293,725    7,293,725 
         Exercise of warrants during the period            152,179            11,250      520,781 
         Share issuance expenses                          (56,648)         (272,088)    (309,558) 
                                                  ----------------  ---------------- 
                                                        40,257,473        39,689,881   40,161,942 
                                                  ================  ================  =========== 
 
 
         Equity Instruments in issue                 Ordinary Shares    Warrants 
         At the beginning of the financial 
          period                                          37,432,291  15,346,507 
         Exercise of warrants during the financial 
          period                                             202,905   (202,905) 
                                                     ---------------  ---------- 
         At the end of the financial period               37,635,196  15,143,602 
                                                     ===============  ========== 
 

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share without restriction at meetings of the Company.

During the financial period, a total of 202,905 warrants were exercised at a price of US$0.75 by the parties that held them for cash consideration of US$152,179. The new ordinary shares issued during the financial period ranked pari passu in all respects with the existing ordinary shares of the Company.

All shares have been admitted to trading on AIM under the ticker MIL.

Warrants

As announced on 22 May 2018, the Company's shareholders and warrant holders approved the resolution to amend the terms of the Company's existing Warrants as follow:

-- the Warrants can be exercised at US$0.75 on or before 21 June 2018, in line with their original terms; and

   --      in relation to any Warrants that remain outstanding at 21 June 2018: 

a) the exercise period for the Warrants will be automatically extended such that the Warrants can be exercised until 31 December 2021, but at a higher exercise price of US$0.90; and

b) in the extended period, Warrantholders will have the option to exercise their Warrants on a cashless basis in December of each year in certain circumstances.

As at 30 September 2018 there are 15,143,602 Warrants in issue.

All Warrants have been admitted to trading on AIM under the ticker MILW.

   15.      Share option reserve 

Details of the Share Option Plan

Details of the Share Option Plan (the "Plan") are set out in the financial statements for the year to 31 March 2018, which can be found on the Company's website at www.myanmarinvestments.com.

During the period to 30 September 2018 no further options were created, granted or forfeited.

As at 30 September 2018 2,640,862 share options had been granted under the Plan.

   16.      Fair value reserve 

Fair value reserve represents the cumulative fair value changes, net of tax, of available-for-sale financial assets until they are disposed of or impaired.

 
                                                     6 months to      6 months to    Year to 31 
                                                    30 September     30 September    March 2018 
                                                            2018             2017 
                                                             US$              US$           US$ 
 
         Balance at start of the financial             3,069,652                -             - 
          period 
         Effect of adoption of IFRS 9                (3,069,652)                -             - 
         Fair value gain on available-for-sale 
          financial assets (Note 11)                           -                -     4,604,478 
         Less: Attributable to non-controlling 
          interest                                             -                -   (1,534,826) 
                                                 ---------------  ---------------  ------------ 
         Balance at end of financial period                    -                -     3,069,652 
                                                 ===============  ===============  ============ 
 
   17.      Significant related party disclosures 

Compensation of key management personnel

Director remuneration for the six month period ended 30 September 2018 is as follows:

 
                                                    Short term    Share 
                                      Directors'      employee   option 
                                             fee   benefits(1)     plan    Total 
                                             US$           US$      US$      US$ 
 
         Executive directors 
         Maung Aung Htun                       -        91,954   26,782  118,736 
         Craig Robert Martin                   -        15,000    5,652   20,652 
         Anthony Michael Dean                  -       154,748   25,485  180,233 
 
         Independent non-executive 
          directors 
         Christopher William Knight       15,125             -    5,652   20,777 
         Christopher David Appleton       12,333             -    5,652   17,985 
         Henrik Bodenstab                 10,000             -    2,552   12,552 
                                      ---------- 
                                          37,458       261,702   71,771  370,935 
                                      ==========  ============  =======  ======= 
 
 

(1) The short term employee benefits also includes rental expenses paid for Directors' accommodation.

   18.      Dividends 

The Directors of the Company do not recommend any dividend in respect of the six month period ended 30 September 2018.

   19.      Financial risk management objectives and policies 

The Company's financial risk management objectives and policies are set out in the audited financial statements for the year to 31 March 2018, a copy of which can be found on the Company's website at www.myanmarinvestments.com.

   20.      Subsequent events 

There have been no material subsequent events since the period end.

Notes to Editors

Myanmar Investments International Limited (AIM: MIL) was the first Myanmar-focused investment company to be admitted to trading on the AIM market of the London Stock Exchange. MIL was established in 2013 with the intention of building long-term shareholder value by proactively investing in a diversified portfolio of Myanmar businesses that will benefit from the country's re-emergence and ongoing economic development. The Company is led by an experienced and entrepreneurial team who between them have considerable industrial, corporate and financial management experience.

MIL aims to identify investments with strong growth which if necessary can be "de-risked" through the introduction of experienced senior line-management, mentors and/or strategic partners sourced by MIL's management board. The Company's main focus is on opportunities that are experiencing acute supply and demand imbalances.

MIL provides investors with a highly disciplined and conservative investment process into one of the most promising growth opportunities of this era.

MIL's largest investment to-date (US$21 million investment for a 9.1% effective shareholding) is in Apollo Towers, Myanmar's second largest telecommunications towers company with approximately 1,800 towers. Apollo operates in the high growth telecommunications sector with a strong management that is growing the number of co-locations (i.e. multiple tenancies) on its portfolio of towers. The reorganisation with Pan Asia Towers is expected to produce a more efficient and profitable combined investment with greater prospects for an eventual liquidity event. In June 2016, OPIC provided a US$250 million debt facility to Apollo Towers.

MIL's first investment in August 2014 was into Myanmar Finance International Limited ("MFIL") which today is one of the leading microfinance companies in Myanmar. Since MIL invested, MFIL's business has expanded rapidly. The business is profitable with a sustainable expansion plan for long-term growth. In November 2015, the Norwegian Government's Norwegian Investment Fund for Developing Countries ("Norfund"), the Norwegian development finance institution, also became a 25% shareholder in MFIL.

MIL's third investment in May 2017 was into Medicare International Health and Beauty Pte. Ltd., ("Medicare"). This was a greenfield pharmacy, healthcare and personal care product retail franchise joint venture. The joint venture partners are: a) H&B Management Solutions Pte. Ltd., which owns Medicare Vietnam, one of the largest pharmacy, health, beauty and personal care retail groups which runs over 70 outlets in Vietnam; and b) Randy Guttery, an industry veteran in the retail sector in Asia. It is expected that Medicare will fill a vacuum in the present retail landscape and at the same time tap into the rapid growth of the middle and affluent classes in Myanmar. As of 30 September, MIL has invested US$1.9 million for a 48.6% shareholding in Medicare and expects to invest more as the store rollout programme continues.

Myanmar, a country of approximately 54 million people and roughly the size of France, has been isolated for much of the last 50 years. Strategically situated in one of the world's most economically dynamic regions amid the intersection of India, China and South East Asia it is a key component of China's 'One Belt One Road' strategy providing direct access to the Indian Ocean.

Whilst it was once one of the more prosperous countries in Southeast Asia with an abundance of natural resources (oil, natural gas, arable land, tourist attractions and a long coastline), it is now one of the least developed countries in the world. However, it has a number of competitive advantages: a population of 54 million people (it is the 26th most populous country in the world); a large workforce with a high literacy rate of 90%; 68% of the population is of working age (between 15 and 65); and 28% of the population is under 24 which is expected to provide a strengthening consumer demand. According to the IMF, Myanmar's GDP growth rate is expected to be 7.0% through to 2013.

Myanmar has undergone an unprecedented transformational reform process, initiated by the U Thein Sein administration in 2011. The elections in 2015 were the first democratic elections in 50 years. This remarkable change has not been without its difficulties and the situation in Rakhine state, which stems from a complex and historically charged background, remains un-remedied. The Advisory Commission on the Rakhine State crisis, led by the late former UN Secretary-General Kofi Annan, has provided an important framework which can provide the foundations for addressing the distressing situation there.

For more information about MIL, please visit www.myanmarinvestments.com

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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IR BUBDBISDBGIL

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November 26, 2018 10:59 ET (15:59 GMT)

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