Proposed Share Issuance Programme

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

26 May 2020

Myanmar Strategic Holdings Ltd.

("MSH" or the "Company" or the "Group")

 

Proposed Share Issuance Programme

Subscription to raise U$6.0 million

 

Myanmar Strategic Holdings Ltd. (LSE: SHWE), the independent developer and operator of consumer businesses located in Myanmar, is pleased to announce the launch of a Share Issuance Programme for up to 490,000 new ordinary shares in the Company over the next 12 months.

 

The Share Issuance Programme is being implemented to provide the Company with flexibility should it wish to raise further capital as new investment opportunities arise over the next 12 months. It is the intention of the Directors of the Company that no shares be issued under the Share Issuance Programme at an issue price of less than US$20 per share.

 

The Directors believe that instituting the Share Issuance Programme will:

 

·   provide funding to sustain the operations of Wall Street English in Vietnam, pursuant to the proposed acquisition announced by the Company on 26 May 2020;

·   allow the Company to increase the speed at which it can scale and expand the Group's existing operations;

·   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; and

·   partially satisfy demand and improve liquidity in the market for the Company's shares.

 

The Company also announces that, pursuant to the Share Issuance Programme, it has today agreed to conditionally raise US$6.0 million (before expenses) through the issue of 300,000 new ordinary shares in the capital of the Company (the "Subscription Shares") at a price of US$20 per share (the "Subscription"), comprising:

 

·   US$4.0 million through the issue of 200,000 new ordinary shares to A-Star-Education Holdings Pte. Ltd. ("A-Star"), a subsidiary of Verlinvest S.A.; and

·   US$2.0 million through the issue of 100,000 new ordinary shares to MACAN Pte. Ltd. ("MACAN"), the Company's largest shareholder.

 

The Subscription is expected to be completed by July 2020 in two tranches as follows:

·   US$2.25 million through the issue of 75,000 shares to A-Star and 37,500 shares to MACAN by 29 May 2020; and

·   US$3.75 million through the issue of 125,000 shares to A-Star and 62,500 shares to MACAN at the the time of completion of the acquisition of WSE Vietnam which is expected by July 2020.

 

On completion of each tranche of the Subscription, an application will be made for the Subscription Shares to be listed on the standard segment of the Official List and to be admitted to trading on the London Stock Exchange's main market for listed securities.

The Subscription Shares will, when issued, rank pari passu in all respects with the existing ordinary shares of the Company including the right to receive dividends and other distributions declared following their issue. The Subscription Shares will represent 10.8% of the enlarged issued share capital of the Company.

Following the completion of the Subscription, MACAN is expected to hold 34.6% of MSH's issued share capital and A-Star is expected to hold 7.2% of MSH's issued share capital.

Further announcements with respect to the Subscription and the Share Issuance Programme will be made by the Company at the appropriate time.

Enrico Cesenni, Founder and CEO of MSH, commented: 

 

"As demonstrated by the announcement of the proposed  acquisiton of the Wall Street English business in Vietnam, Myanmar Strategic Holdings intends to further accelerate its organic growth through domestic and regional acquisitions across its core sectors.

 

"We are delighted to welcome Verlinvest, an experienced investor and operator in the consumer and education sectors in South East Asia, as a strategic partner."

 

Roberto Italia, CEO of Verlinvest S.A., commented: 

 

"We are excited to have joined Myanmar Strategic Holdings as a strategic long-term investor. MSH and Verlinvest share a strong entrepreneurial ethos, a passion for impact investing and the belief in the unwavering potential of emerging markets.

 

"This is a further step forward in growing our presence in Asia through our existing investment platform in India, Indonesia and Vietnam."

 

For more information please visit www.ms-holdings.com or contact:

Myanmar Strategic Holdings Ltd.   Richard Greer, Independent Non-Executive Chairman   Enrico Cesenni, Founder and CEO	[email protected] [email protected]
Allenby Capital Limited (Broker)   Nick Athanas   Nick Naylor   Nicholas Chambers	+44 (0)20 3328 5656
Yellow Jersey PR (Financial PR)   Georgia Colkin   Henry Wilkinson	+44 (0) 7951 402 336

 

Notes to editors 

Myanmar Strategic Holdings Ltd.

Myanmar Strategic Holdings Ltd. (LSE: SHWE ) is an independent developer and manager of consumer businesses located in Myanmar, one of the fastest growing economies in the world. The Company's portfolio currently focuses on Education, Services and Hospitality with the view to expand within the broader consumer sector.

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 the ten-year agreement. Two centres were opened in 2017, a third in August 2018, and a fourth in February 2020. As of April 2020, Wall Street English Myanmar served over 4,000 students since its inception.

In May 2020, the Company exchanged contracts for the acquisiton 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 over 6,000 students. The acquisition of WSE Vietnam is expected to complete by July 2020.

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.

The Company launched its first private K-12 international school, the Yangon American International School in Yangon, in August 2019.

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 1,300 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.

Myanmar was one of the fastest growing economies in Asia in 2017-2019 (Source: Asian Development Bank). In 2020 and 2021, its annual GDP growth is expected to be respectively 4% and 7% (Source: Asian Development Bank), making it one of the fastest growing economies in the world.  

MSH is well positioned to provide investors early exposure to Myanmar's strong economic fundamentals enhanced by ASEAN's wider growth prospects. 

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Verlinvest S.A.

 

Established in 1995 and with approximately €1.6 billion of assets under management, Verlinvest is present in Brussels, London, Singapore and New York.

 

With over 20 active investments in Asia (particularly in India), North America and Europe, the group focuses on investing behind visionary business leaders to build global, fast-growing consumer businesses and brands, particularly in the food and beverages, digital and healthcare sectors. Verlinvest's largest portfolio companies to date include Oatly, Vita Coco, Mutti, Hint Water, Sula, Byju's, Valtech, Toluna and recent exits have featured Chewy.com, Sir Kensington's, popchips, F&B Asia, Zalando, Lazada, Carrières du Hainaut and Armonea.