Singapore Catalyst-Listed SHC Capital Asia Ltd said it has lodged a circular with the Singapore Exchange for the proposed acquisition of MM Myanmar Pte Ltd (MM Myanmar) for S$69.7 million. SHC Capital is acquiring the shares of MM Myanmar from three vendors – a wholly-owned unit of mainboard-listed Yoma Strategic Holdings which owns 63.1 per cent of MM Myanmar, First Myanmar Investment Company Ltd (FMI), and Exemplary Ventures Ltd (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. Such a transaction thus constitutes a reverse takeover of SHC Capital for Yoma Strategic. As part of the proposed acquisition,
SHC Capital also proposed to change its name to Memories Group Ltd 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 Yoma’s wholly owned unit Yoma Strategic Investments Ltd (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. Memories Group will be helmed by CEO Michel Novatin and its chief operating officer Jean-Michel Romon, who have extensive experience in the hotel and tourism business operations across a number of regions including Asia, Europe and the Middle East. Yoma 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. In the event, 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.
As for the BL business, Yoma will buy back this 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 land. A change in board composition at Yoma was also announced 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.