Yoma Strategic to spin off Myanmar tourism businesses in reverse takeover of SHC Capital Asia

SINGAPORE - Yoma Strategic Holdings announced on Monday (Oct 24) that it will be spinning off its tourism-related business as part of a reverse takeover (RTO) of Catalist-listed SHC Capital Asia Ltd.

Yoma on Sept 2 announced its intention to partner with other players to establish a new tourism platform engaged in various tourism-related businesses focused on Myanmar, and its acquisition of the remaining 25 per cent interest in "Balloons over Bagan" through its 70 per cent-owned subsidiary, Chindwin Holdings Pte Ltd.

The platform intends to be the first Myanmar-focused tourism company listed on the Singapore Exchange following the proposed RTO, Yoma said on Monday.

It wholly-owned subsidiary, Yoma Strategic Investments Ltd (YSIL), has signed a conditional sale and purchase agreement for the proposed sale of its tourism-related businesses with SHC. These tourism-related businesses comprise the "Balloons over Bagan" business; Pun Hlaing Lodge1, a proposed hotel development in Hlaing Tharyar Township in Yangon, Myanmar, currently under construction; and a parcel of land in Nyaung U in Myanmar intended for the construction of a proposed commercial and tourism-related hospitality development.

First Myanmar Investment Company Ltd (FMI), which holds a 30 pr cent-interest in both the "Balloons over Bagan" business and the Bagan Land is also a party to the agreement and it will participate in the proposed RTO by way of sale of its 30 per cent-interest in these tourism-related businesses to SHC.

SHC will also simultaneously acquire additional tourism-related businesses which comprise Hpa-An Lodge, a hotel/lodge business, and Asia Holidays, a Myanmar-based destination management company. Following the proposed RTO, SHC will transform into a Myanmar-focused tourism company.

Said Mr Serge Pun, Yoma Strategic's executive chairman: "Tourism is a significant economic driver in Myanmar, and we believe the divestment of our tourism-related assets into a dedicated platform in partnership with other tourism players in Myanmar will unlock better value for our shareholders in the long run."

A new CEO, Mr Michel Novatin, has been identified to lead the management team of this tourism platform. Mr Novatin is an industry veteran with over 40 years of extensive experience in managing luxury hotels.

Under the SPA, the transferred businesses and the additional tourism-related businesses will be injected into a target company which is to be subsequently acquired by SHC for S$70.68 million. The said consideration is to be satisfied by the issue and allotment of new consolidated SHC shares at an issue price of S$0.263.

YSIL will be issued 167 million SHC shares valued at S$43.94 million, giving it a 53.48 per cent stake in SHC before any proposed compliance placement of SHC. FMI will be issued shares valued at S$11 million.