Convertible Note Programme and Trading Update
No summary for this filing – the full text is below.
Select text to share a quote on X · sign in to keep highlights & notes in your ASIA notes
Asia Strategic Holdings Ltd. (LSE: ASIA), the independent developer and operator of consumer businesses located in Vietnam and Myanmar, is pleased to announce that the Company has agreed to the following updates to the convertible note programme originally announced on 4 November 2021 (the "Convertible Note Programme").
The updates are as follows:
- an extension to the maturity of the zero-coupon portion of the Company's Convertible Note Programme (the "Zero-Coupon Convertible Notes") from 30 October 2024 to 30 October 2026;
- an increase in the subscription amount of the Zero-Coupon Convertible Notes from US$5,230,000 to US$7,255,000 (including the subscription by MACAN Pte. Ltd. ("MACAN") detailed below); and
- the termination of the 10% coupon portion of the Convertible Note Programme.
The Convertible Note Programme was implemented to provide the Company with flexibility should it wish to raise further capital to take advantage of new investment opportunities which may arise. In particular, funds will be utilised to:
- allow the Company to increase the pace at which it can scale up and expand ASIA's existing operations in Education and Services; and
- enable the Company to raise additional capital quickly to take advantage of investment opportunities that have been identified and which may be identified in the future.
The revised key terms of the Zero-Coupon Convertible Notes are as follows:
| Maturity | 30 October 2026 |
| Coupon | Zero-coupon |
| Conversion discount | Up to 33.1%, depending on the qualifying event (detailed below) |
| Qualifying event | Share issuance in excess of US$5.0 million |
| Floor conversion price | US$11.53 per share |
| Use of proceeds | Development of business Working capital |
| Limitation to use of proceeds | Maximum of 50% of the proceeds to be used for activities in Myanmar |
| Rank | Pari passu to all present and future unsecured obligations |
MACAN, the Company's largest shareholder, subscribed for US$3.5 million Zero-Coupon Convertible Notes in November 2021 and has recently agreed to subscribe for an additional amount of US$1.0 million of the Zero-Coupon Convertible Notes. The subscription amount will be satisfied through: (i) US$0.8 million of monies already drawn down pursuant to MACAN's existing loan facility to the Company (as detailed in the Company's recent financial statements) in lieu of repayment; and (ii) the payment of an additional US$0.2 million in cash.
Immediately following MACAN's convertible note subscription, MACAN will have lent the following amounts to the Company:
- US$4.5 million in Zero-Coupon Convertible Notes; and
- US$4.5 million in a 6% loan facility expiring on 31 December 2027, of which US$3.7 million has been drawn.
Trading update
Following the release of the Company's interim results for the six months ended 31 March 2024 on 24 June 2024, the Board of the Company confirms that trading across the Group has been in line with management's expectations.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.