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Myanmar Investments (MIL)

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Tuesday 01 December, 2020

Myanmar Investments

Warrant Exercise Window

RNS Number : 0194H
Myanmar Investments Intl Ltd
01 December 2020
 

This announcement contains inside information  1 December 2020

 

Myanmar Investments International Limited
 

Warrant Exercise Window

 

Myanmar Investments International Limited [AIM: MIL] ("MIL" or the "Company"), the AIM-quoted Myanmar focused investment company, today announces that the window for warrant holders to exercise all or any of the warrants held by them is now open and will remain open until 31 December 2020 (the "Exercise Window"). The terms applicable to the Exercise Window reflect the terms of the Warrant Instrument adopted on 21 May 2018 (the "Warrant Instrument"), a copy of which can be found on the Company's website at http://myanmarinvestments.com/shares-warrants-and-esops/.

Warrant holders are able to exercise their warrants during the first calendar month of each Quarter (as defined in the Warrant Instrument) until 31 December 2021 and the date of exercise for all notices received during the Exercise Window will be 31 December 2020.

 

Cash exercise

In accordance with the terms of the Warrant Instrument, one new ordinary share will be issued for each existing warrant together with payment of the exercise price of US$0.90.

 

Cashless exercise

Based on the formula set out in the Warrant Instrument, warrant holders who wish to exercise their warrants on a cashless basis during the Exercise Window will receive one new ordinary share ("Ordinary Share") in exchange for every 48.57 warrants exercised. This ratio is computed in accordance with Clause 4.2 of the Warrant Instrument, as follows:

 

 

 

 

Data

A

Number of shares in issue before the Warrant exercise

 

 

38,097,037

B

Higher of

 

 

 

 

· Directors' NAV^/share before the Warrant exercise

 

$0.925

 

 

· VWAP# per share

 

$0.568

$0.925

C

Warrants in issue before the Warrant exercise

 

 

14,128,387

D

Warrant proceeds (assuming all outstanding Warrants are exercised for cash)

 

 

$12,715,548

 

 

 

 

 

 

 

 

 

Computations

E

Theoretical ex-exercise Company value

(A * B) + D

 

$47,991,012

F

Theoretical ex-exercise Company value/share

E / (A + C)

 

$0.919

G

Theoretical ex-exercise Shares in issue

(A * B) / F

 

38,387,939

H

Number of New Shares issued for Warrants

G - A

 

290,902

I

Ratio of New Shares to Warrants exercised

H / C

 

0.02

 

Number of Warrants needed to be exercised for 1 New Share

 

 

48.57

 

^  NAV is the net asset value in US Dollars per ordinary share as determined by the Board as at 30 September 2020.

VWAP is the volume weighted average sale price for the ordinary shares traded on AIM during the Trading Days between September and November 2020.

 

 

Warrant holders who wish to exercise their warrants either for cash or on a cashless basis should deliver the appropriate documentation to the Company in accordance with the requirements of clause 4 of the warrant instrument to arrive on or before 31 December 2020.

 

Application will be made to the London Stock Exchange for the admission of the Ordinary Shares issued on the exercise of the warrants to trading on AIM, should such exercise occur in the Exercise Window. It is anticipated that admission to trading of, and dealings in, the Ordinary Shares issued pursuant to the exercise of warrants in the Exercise Window, will commence on AIM no later than 10 business days following the close of the Exercise Window.

 

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:

Nick Paris   Michael Rudolf

Managing Director

Myanmar Investments International Limited +95 (0) 1 387 947

[email protected]

Nominated Adviser

Philip Secrett / Jamie Barklem / Seamus Fricker

Grant Thornton UK LLP

+44 (0) 20 7383 5100

CFO

Myanmar Investments International Limited +95 (0) 1 387 947

[email protected]

Broker

William Marle / Giles Rolls

finnCap Ltd

+44 (0) 20 7220 0500

 

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

 

 

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. At the Annual General Meeting on 24 October 2019, the Company's shareholders approved a change in the investment policy of the Company to now seek to harvest the Company's investments over time.

 

MIL's largest investment to-date at a cost of US$21 million is in AP Towers, one of Myanmar's largest telecommunications towers companies with approximately 3,245 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 re-financing Towers which is now completed is expected to produce a more efficient and profitable combined investment with greater prospects for an eventual liquidity event for shareholders.

 

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 per cent shareholder in MFIL. MIL is in the process of selling this investment. On 1 April 2020 MIL announced that it has accepted an offer to sell its shareholding in MFIL subject to the purchaser's AGM approving the purchase, lender's consent, and Myanmar regulatory approval. Subsequent to that announcement, the purchaser's AGM on 23rd April 2020 has approved the transaction and the lenders have given their consent. However, because of Covid-19 which, inter alia, has stopped all commercial air travel between Myanmar and Thailand, little progress has been made in obtaining regulatory approval. Assuming a level of normalcy returns over the next few months we expect completion to take place within the next 4 to 6 months. 

 

On 28 November 2019, the Company announced that it had agreed to dispose of its entire shareholding in Medicare International Health & Beauty Pte. Ltd for US$1 million and this transaction completed in December 2019. 

 

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 per cent; 68 per cent of the population is of working age (between 15 and 65); and 28 per cent 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 6.8 per cent through to 2024.

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