8 March 2024
Asia Strategic Holdings Ltd.
("Asia Strategic" or the "Company")
Grant of Options
Issuance of Shares in lieu of bonuses
PDMR / Director Shareholdings
and Total Voting Rights
Asia Strategic Holdings Ltd. (LSE: ASIA), the independent developer and manager of consumer businesses located in emerging Asia, today announces the Company has granted options over a total of 55,000 ordinary shares of no par value to a director of the Group. In addition, the Company has satisfied cash payments of annual bonuses payable to certain employees through the issuance of new ordinary shares in the Company.
Grant of Options and PDMR/Director Shareholding
The Company announces that on 7 March 2024 the Company granted options over a total of 55,000 ordinary shares of no par value to a director of the Group, of which 9,500 were under the Company's 2017 employee share option plan ("2017 ESOP"), 32,000 were under the Company's 2022 employee share option plan ("2022 ESOP") and 13,500 were under the Company's 2024 employee share option plan ("2024 ESOP").
The 55,000 share options, which represent 1.85% of the Company's current issued share capital, are being granted to a PDMR of the Company as follows:
| Director / PDMR
| Options granted |
| Jonathan Geoffrey Kolb, Chief Financial Officer (board position) | 55,000 |
All options are exercisable at a price of US$11 in accordance with the conditions of the ESOPs and subject to the following time vesting conditions:
· First anniversary from grant date: 40% of the option for 2022 ESOP and 2024 ESOP.
· Second anniversary from grant date: Further 50% of the option for 2017 ESOP; 40% of the option for 2022 ESOP and 2024 ESOP.
· Third anniversary from grant date: Further 30% of the option for 2017 ESOP; 20% of the option for 2022 ESOP and 2024 ESOP.
· Fourth anniversary from grant date: Further 20% for 2017 ESOP.
Including this grant, total options granted to date (net of any options lapsed) amount to 413,500 equating to 13.7% of the Company's current issued share capital.
Issuance of Shares in lieu of bonuses
In line with previous years, the Company announces 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 2023 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 2023 published on 31 January 2024.
The Company's management acknowledges the performance and contributions of its employees during the period. 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$280,000 to be satisfied through the issue of 56,000 new ordinary shares in the Company at a price of US$5 per share (being the Company's closing bid price as at 7 March 2024) (the "2023 Bonus Shares"). These include the issue of certain of the 2023 Bonus Shares to the following directors of the Company:
| Director / PDMR | 2023 Bonus Shares issued |
| Enrico Cesenni, Chief Executive Officer | 25,000 |
| Alain Thibault, Chief Operating Officer (non-board) | 25,000 |
Further information is set out in the PDMR disclosure tables below.
Admission and Total Voting Rights
An application is expected to be made shortly for the 2023 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 2023 Bonus Shares will commence at 8.00 a.m. on 13 March 2024 (representing 1.89% of the Company's existing issued share capital).
Following Admission, the Company will have a total of 3,021,920 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 Lauren Wright
| +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. (LSE: ASIA) is an independent developer and operator of consumer businesses in Emerging Asia, specifically Vietnam and Myanmar, two of the world's fastest-growing economies. The company's portfolio focuses on Education and Services.
Education: the company operates brands in English language learning, coding, K-12 international school, and tertiary education, with 20 schools serving approximately 8,700 students at 30 September 2023.
The company entered into an exclusive agreement with Wall Street English in 2017 for operating rights to Myanmar and secured rights to operate Wall Street English Vietnam through an acquisition in 2020. At September 2023, Wall Street English Myanmar operated five schools and served ca. 3,700 students, while Wall Street English Vietnam operated seven schools and served ca. 3,700 students.
The company also signed an exclusive agreement with Kids&Us in 2022 to offer English language learning for children in Vietnam and Myanmar. At 30 September 2023, Kids&Us Vietnam operated four schools and served ca. 400 students, while Kids&Us Myanmar operated one school and served ca. 100 students.
In 2023, the Group entered into exclusive franchising agreements with Logiscool to develop coding schools for children in Vietnam and Myanmar. The company opened its maiden coding school in November 2023 in Ho Chi Minh City, Vietnam and its second school in December 2023 in Yangon, Myanmar.
Yangon American International School launched in August 2019. It is an accredited International Baccalaureate ("IB") Primary Years Programme ("PYP") school and a candidate school for the IB Middle Years Programme ("MYP") accreditation. It offered up to seventh grade in this Academic Year 2023/24 and served ca. 100 students at 30 September 2023.
The company has partnerships with Auston Institute of Management (Singapore) and Liverpool John Moores University (UK) to offer internationally recognised engineering and IT diplomas and degrees. Auston has two campuses in Yangon and Mandalay and had ca. 750 enrolled students at 30 September 2023.
Services: through its acquisition of EXERA in 2018, the Group provides protection of assets, risk management, and secure logistics services. EXERA employs approximately 1,400 well-trained security officers in Myanmar. The company also manages two boutique hotels in core tourist destinations in Myanmar under the brand Ostello Bello.
Deploying an asset-light strategy, Asia Strategic Holdings is well-positioned to offer investors early exposure to the robust fundamentals of Vietnam and Myanmar.
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The notifications set out below are provided in accordance with the requirements of the EU Market Abuse Regulation.
Grant of Options
| | Details of the person discharging managerial responsibilities / person closely associated
| ||||
| a)
| Name
| Jonathan Geoffrey Kolb | |||
| 2
| Reason for the notification
| ||||
| a)
| Position/status
| Chief Financial Officer (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
| Grant of options | |||
| c)
| Price(s) and volume(s) | | | | |
| | | Price(s) | Volume(s) | | |
| | | US$11 | 55,000 | | |
| | | | | | |
| d)
| Aggregated information | n/a | |||
| | | ||||
| - Aggregated volume | | ||||
| | | ||||
| - Price | | ||||
| | | ||||
| e)
| Date of the transaction
| 7 March 2024 | |||
| f)
| Place of the transaction
| Outside a trading venue | |||
Issuance of Shares
|
| 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 | 25,000 | | |
| | | | | | |
| d)
| Aggregated information | n/a | |||
| | | ||||
| - Aggregated volume | | ||||
| | | ||||
| - Price | | ||||
| | | ||||
| e)
| Date of the transaction
| 8 March 2024 | |||
| 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 | 25,000 | | |
| | | | | | |
| d)
| Aggregated information | n/a | |||
| | | ||||
| - Aggregated volume | | ||||
| | | ||||
| - Price | | ||||
| | | ||||
| e)
| Date of the transaction
| 8 March 2024 | |||
| f)
| Place of the transaction
| Outside a trading venue | |||
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