Proposed acquisition of minority interest in MIL

Myanmar Strategic Holdings Ltd.

("MSH" or the "Company")

Proposed acquisition of a minority interest in

Myanmar Investments International Limited

Myanmar Strategic Holdings Ltd. (LSE: SHWE), the independent developer and operator of consumer businesses located in Myanmar, is pleased to announce that it has today exchanged contracts with Civetta Capital Ltd. to purchase 897,500 shares in Myanmar Investments International Limited ("MIL") at a price of US$0.68 per MIL share for a total consideration of US$610,305 (the "Proposed Transaction"). The Proposed Transaction is expected to complete by 31 October 2020.

MIL is an AIM quoted Myanmar-focused investment company with investments in the telecommunications and financial sectors comprising an indirect shareholding of 4.1 per cent. in AP Towers Holdings Pte. Limited and a 37.5 per cent shareholding in Myanmar Finance International Limited.

The consideration will comprise of:

·   Cash of US$457,725: US$0.51 per MIL share; and

·   MSH shares equivalent to US$152,580: one newly issued MSH share for ca. 118 MIL shares for a total of 7,629 MSH shares (the "Consideration Shares") (equivalent to ca. US$0.17 per share based on an agreed issuance price of US$20 per MSH share).

The cash element of the consideration will be settled from MSH's existing cash resources. Upon completion of the Proposed Transaction MSH is expected to have an interest in 2.4 per cent. of the issued share capital of MIL (based on the issued share capital of MIL as of today's date).

On completion of the Proposed Transaction the Company will make an application for the Consideration Shares to be listed on the standard segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange plc.

Commenting on the Proposed Transaction, Enrico Cesenni, CEO of Myanmar Strategic Holdings, said: 

 "I am excited to welcome Civetta Capital, an experienced emerging markets investor based in Asia, as a strategic shareholder in MSH.

"As demonstrated by MSH's prior approach to MIL, MSH's management believes that MSH's and MIL's portfolios and shareholder bases are complementary. MSH would therefore consider further growing its ownership in MIL over time and offer liquidity through its shares to MIL's investors."

Commenting, Alex Klein Tank, founder of Civetta Capital, said: 

 "We are delighted to join Myanmar Strategic Holdings as a strategic long-term shareholder while generating some liquidity for our legacy investment in MIL. Civetta Capital has been committed to Myanmar since 2017 through its investment in MIL. The Proposed Transaction will enable Civetta Capital to generate immediate liquidity for a substantial portion of its initial investment, while maintaining exposure to the Myanmar and Vietnam markets through the MSH operating portfolio.

"Through the Proposed Transaction process, the MSH management convinced us of the quality of the portfolio and brands that MSH established in Myanmar and Vietnam over the years. We look forward to working together with the MSH team to further grow its operating portfolio."

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

Notes to editors

Myanmar Strategic Holdings Ltd.

Myanmar Strategic Holdings Ltd. (LSE: SHWE) is an independent developer and manager of consumer businesses in Myanmar and Vietnam, two 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 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 over 6,000 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.

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 and Vietnam were among the fastest growing economies in Asia in 2017-2019 (Source: Asian Development Bank). In 2020, their annual GDP growth is expected to be respectively 2% and 4% (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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