Myanmar Strategic Holdings Ltd Proposed Convertible Note Programme (2863R)

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        [e-mail] 
  Chairman                                        [e-mail] 
  Enrico Cesenni, Founder and Chief Executive 
  Officer 
 Allenby Capital Limited (Broker) 
  Nick Athanas 
  Nick Naylor                                    [phone] 
 Yellow Jersey PR (Financial PR) 
  Henry Wilkinson 
  Matthew McHale                                 [phone] 
 

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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November 04, 2021 03:00 ET (07:00 GMT)