Convertible Note Programme and Trading Update

25 November 2024

Asia Strategic Holdings Ltd.

("ASIA", the "Group" or the "Company")

Update on the Convertible Note Programme and Trading Update

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:

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.

For more information, please visit www.asia-strategic.com or contact:

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. The Group's portfolio focuses on Education and Services.

Education: The Group operates brands in English language learning, coding, K-12 international education, and tertiary education, with 29 schools serving over 9,100 students at 31 March 2024.

The Group 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 31 March 2024, Wall Street English Vietnam operated eight schools and served ca. 3,600 students, while Wall Street English Myanmar operated six schools and served ca. 3,600 students.

The Group also signed an exclusive agreement with Kids&Us in 2022 to offer English language learning for children in Vietnam and Myanmar. At 31 March 2024, Kids&Us Vietnam operated five schools and served ca. 570 students, while Kids&Us Myanmar operated three schools and served ca. 290 students.

In 2023, the Group entered into an exclusive franchising agreement with Logiscool to develop coding schools for children in Vietnam and Myanmar. At 31 March 2024, Logiscool Vietnam operated two schools and served ca. 10 students while Logiscool Myanmar operated one school and served ca. 70 students.

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. The school offered up to seventh grade in the Academic Year 2023/24 and served ca. 120 students at 31 March 2024.

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. 890 enrolled students at 31 March 2024.

Services: through its acquisition of EXERA in 2018, the Group provides protection of assets, risk management, secure logistics and people safety services to a wide range of international and local clients across Myanmar. EXERA employs approximately 1,600 well-trained security officers in Myanmar. In 2024, the company expanded regionally by establishing EXERA Vietnam to deliver facilities management services in line with its growth strategy. 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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