Update on Convertible Note & Trading Update
US$3.1m convertible notes converted to 269,297 shares; US$4.15m notes extended to October 2029.
- Convertible Notes converted US$3,105,000
- New ordinary shares issued 269,297
- Conversion price US$11.53 per share
- Convertible Notes extended US$4,150,000
- Total ordinary shares in issue post-conversion 3,291,217
- MACAN shareholding post-conversion 32.7%
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Asia Strategic Holdings Ltd. (LSE: ASIA), the independent developer and operator of consumer businesses located in Vietnam and Myanmar, is pleased to announce the following updates to the convertible note programme originally announced on 4 November 2021 and amended on 25 November 2024 (the "Convertible Note Programme"), and a trading update.
The updates are as follows:
an extension to the maturity of US$4,150,000 Zero-Coupon Convertible Notes, including US$3,150,000 held by MACAN Pte. Ltd (“MACAN”), has been agreed from 30 October 2026 to 31 October 2029; and
the conversion of US$3,105,000 Zero-Coupon Convertible Notes (the “Zero-Coupon Convertible Notes”) including US$1,350,000 held by MACAN (the “Conversion”), is expected to occur today at the floor conversion price of US$11.53 per share, resulting in the issuance of 269,297 new ordinary shares in the Company (the “Conversion Shares”), following which the Company shall have 3,291,217 ordinary shares in issue.
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.
MACAN, the Company's largest shareholder, subscribed for US$3.5 million Zero-Coupon Convertible Notes in November 2021 and agreed to subscribe for an additional amount of US$1.0 million of Zero-Coupon Convertible Notes in October 2024. Following the extension and partial conversion described above, MACAN will continue to hold US$3,150,000 Zero-Coupon Convertible Notes maturing on 31 October 2029.
Furthermore, MACAN continues to hold a US$4.5 million loan facility bearing a 6% interest expiring on 31 December 2027, of which US$3.8 million has been drawn as at the date of this announcement.
MACAN is the Company’s largest shareholder and currently owns 960,000 ordinary shares in Asia Strategic, representing 31.8% of the Group’s current issued share capital. Enrico Cesenni, CEO of Asia Strategic, holds 35.1% of the voting rights of MACAN and 2.0% of the voting rights of the Company. Following the issue of the Conversion Shares, MACAN would hold 1,077,086 ordinary shares in Asia Strategic representing 32.7% of the Group’s enlarged issued share capital.
Enrico Cesenni (CEO of Asia Strategic) is a significant shareholder and director of MACAN, and the Company considers that the amendments to the convertible note with MACAN as detailed above are material related party transactions as detailed under DTR 7.3.6. The Company’s independent directors consider that the terms of the amendments to the convertible note are fair and reasonable and in the best interests of the Company and its shareholders.
Following the issue of the Conversion Shares, an application will be made for the Conversion Shares to be admitted to trading on the main market of the London Stock Exchange (“Admission”).
A further announcement will be made regarding the issue of the Conversion Shares and Admission.
Trading update
Following the release of the Company's interim results for the six months ended 31 March 2026 on 9 June 2026, the Board of the Company confirms that trading across the Group has continued in line with management's expectations.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.