1 February 2023
Asia Strategic Holdings Ltd.
("Asia Strategic" or the "Company")
Issuance of Shares in lieu of bonuses and Total Voting Rights
Asia Strategic Holdings Ltd. (LSE: ASIA), the independent developer and operator of consumer businesses located in emerging Asia, announces today that, in lieu of cash payments, annual bonuses payable to certain of the Company's senior employees (including certain executive directors of the Company) relating to the financial period ended 30 September 2022 will be satisfied through the issuance of new ordinary shares in the Company, as detailed in the Company's results for the 12-month period to 30 September 2022 published on 31 January 2023.
The Company's management acknowledges the performance and contributions of its employees during the period. Considering the strain on financial resources imposed by the Covid-19 pandemic, the Board agreed that certain annual bonuses for the period will be paid through the issuance of new shares in the Company.
Taking into consideration the recommendations of the Remuneration Committee of the Company, the Directors propose annual bonuses for a cumulative value of US$200,000 to be satisfied through the issue of 40,000 new ordinary shares in the Company at a price of US$5 per share (being the Company's closing bid price as at 31 January 2023).
Admission and Total Voting Rights
Pursuant to the above, the Company has today issued 40,000 new ordinary shares (the "2022 Bonus Shares") of no-par value (representing 1.4% of the Company's existing issued share capital) including to certain directors and PDMRs of the Company as follows:
| Director / PDMR | 2022 Bonus Shares issued |
| Enrico Cesenni, Chief Executive Officer | 20,000 |
| Alain Thibault, Chief Operating Officer (non-board) | 15,000 |
Further information is set out in the PDMR disclosure tables below.
An application is expected to be made shortly for the 2022 Bonus Shares to be listed on the standard segment of the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will become effective and that dealings in the 2022 Bonus Shares will commence at 8.00 a.m. on 10 February 2023.
Following Admission, the Company will have a total of 2,965,920 ordinary shares in issue. The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
For more information, please visit www.asia-strategic.com or contact:
| Asia Strategic Holdings Ltd. Richard Greer, Independent Non-Executive Chairman Enrico Cesenni (OSI), Founder and Chief Executive Officer
|
enrico@asia-strategic.com
|
| Allenby Capital Limited (Broker) Nick Athanas Nick Naylor
| +44 (0)20 3328 5656
|
| Yellow Jersey PR (Financial PR) Sarah Hollins Bessie Elliot | +44 (0)20 3004 9512 |
Notes to editors
Asia Strategic Holdings Ltd.
Asia Strategic Holdings Ltd. (LSE: ASIA) is an independent developer and operator of consumer businesses in emerging Asia. The Company's portfolio focuses on Education and Services with the view to expand within the broader consumer sector and is located in Vietnam and Myanmar, two of the fastest growing economies in the world over the last decade.
Education sector: the Company operates a range of brands across English language learning, tertiary education and K-12. As of September 2022, it operated 14 schools (19 as of January 2023), serving over 7,500 students.
The Company currently has exclusive development and franchising agreements with Wall Street English for up to ten English language centres across Myanmar. As of September 2022, Wall Street English Myanmar served over 3,100 students through 4 centres (5 as of January 2023).
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 3,800 students as of September 2022.
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. As of September 2022, Auston University served ca. 500 students.
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 was recognised as an official International Baccalaureate Primary Years Programme ("IB PYP") school by the International Baccalaureate Organization.
In April 2022, the Company entered into an exclusive franchising agreement with Kids&Us for the development of English language schools for children across Myanmar. The first two centres shall be opened in Yangon by June 2023.
In August 2022, the Company entered into an exclusive franchising agreement with Kids&Us for the development of English language schools for children across Vietnam. The first four centres are already operational in Ho Chi Minh.
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.
Furthermore, the Company provides hospitality services, managing two boutique hotels in core tourist locations in Myanmar, operating under the award winning Ostello Bello budget hospitality brand. The Company 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 2023, Vietnam's and Myanmar's annual GDP growth are expected to be 8.5% and 4.0% respectively (Source: Asian Development Bank).
The Company is well positioned to provide investors early exposure to Vietnam's and Myanmar's strong economic fundamentals enhanced by ASEAN's wider growth prospects.
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|
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
| a)
| Name
| Enrico Cesenni
| |||
| 2
| Reason for the notification
| ||||
| a)
| Position/status
| Chief Executive Officer | |||
| b)
| Initial notification /Amendment
| Initial notification | |||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
| a)
| Name
| Asia Strategic Holdings Limited | |||
| b)
| LEI
| 213800V5GJPLFU4F6636 | |||
| 4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||||
| a)
| Description of the financial instrument, type of instrument | Ordinary shares of no par value each | |||
| | | ||||
| Identification code | Identification code (ISIN) for Asia Strategic Holdings Limited ordinary shares: SG9999015747
| ||||
| | | ||||
| b)
| Nature of the transaction
| Issue of shares in lieu of bonuses | |||
| c)
| Price(s) and volume(s) | | | | |
| | | Price(s) | Volume(s) | | |
| | | US$5 | 20,000 | | |
| | | | | | |
| d)
| Aggregated information | n/a | |||
| | | ||||
| - Aggregated volume | | ||||
| | | ||||
| - Price | | ||||
| | | ||||
| e)
| Date of the transaction
| 1 February 2023 | |||
| f)
| Place of the transaction
| Outside a trading venue | |||
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
| a)
| Name
| Alain Thibault
| |||
| 2
| Reason for the notification
| ||||
| a)
| Position/status
| Chief Operating Officer (non-board position) | |||
| b)
| Initial notification /Amendment
| Initial notification | |||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
| a)
| Name
| Asia Strategic Holdings Limited | |||
| b)
| LEI
| 213800V5GJPLFU4F6636 | |||
| 4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||||
| a)
| Description of the financial instrument, type of instrument | Ordinary shares of no par value each | |||
| | | ||||
| Identification code | Identification code (ISIN) for Asia Strategic Holdings Limited ordinary shares: SG9999015747
| ||||
| | | ||||
| b)
| Nature of the transaction
| Issue of shares in lieu of bonuses | |||
| c)
| Price(s) and volume(s) | | | | |
| | | Price(s) | Volume(s) | | |
| | | US$5 | 15,000 | | |
| | | | | | |
| d)
| Aggregated information | n/a | |||
| | | ||||
| - Aggregated volume | | ||||
| | | ||||
| - Price | | ||||
| | | ||||
| e)
| Date of the transaction
| 1 February 2023 | |||
| f)
| Place of the transaction
| Outside a trading venue | |||
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