SHC Capital to acquire MM Myanmar for S$69.7m

CATALIST-LISTED SHC Capital Asia Limited said that it has lodged a circular with the Singapore Exchange for the proposed acquisition of all of the issued and paid-up shares of MM Myanmar Pte Ltd (MM Myanmar) for S$69.7 million.

SHC Capital is acquiring the shares of MM Myanmar from three vendors - Yoma Strategic Holdings unit Yoma Strategic Investments (YSIL), First Myanmar Investment Company Limited (FMI) and Exemplary Ventures Limited (EVL).

The proposed acquisition will be paid via 264.997 million new consolidated shares of SHC Capital at an issue price of 26.3 Singapore cents per share, following a seven-to-one share consolidation.

As part of the proposed acquisition, SHC Capital also proposed to change its name to Memories Group Limited and undertake a compliance placement of up to 93 million new consolidated shares.

MM Myanmar is a newly incorporated company with three transferred businesses from YSIL and two tourism-related businesses injected from EVL.

The businesses from YSIL are the hot air balloon business Balloons over Bagan (BOB); a hotel called Pun Hlaing Lodge (PHL) which is under construction; and a parcel of land in Nyaung U (Bagan Land) intended for commercial and hospitality development.

The other businesses transferred from EVL are Hpa-An Lodge as well as Myanmar-based destination management firm Asia Holidays Travel & Tours Co.

Yoma Strategic Holdings and SHC Capital Asia also announced on Monday that they have entered into buyback undertakings for the BOB and the BL businesses if certain events are triggered.

If MM Myanmar is required to pare down its stake in the BOB business as a requirement to renew or maintain the air operator certificates and other requisite licences for the business, Yoma will buy back the business.

Yoma will buy back the BL business if at any time within three years from the completion of the transaction, its development plan is not approved, MM Myanmar is denied the right to hold the long-term lease of the land, or there is no approval obtained by the end of three years to hold a long-term lease of the BL land.

Yoma Strategic also proposed a change in board composition on Monday. Thia Peng Heok George will be appointed an independent director with effect from Dec 22 while Basil Chan will cease to be one. Mr Thia will also replace Mr Chan as the chairman of the Audit and Risk Management Committee and a member of the Remuneration Committee and Nominating and Governance Committee.