Investment Policy

 

Investment Philosophy

 

MIL’s primary objective is to build capital value over the long term by making and developing investments in a diversified portfolio of Myanmar businesses.

 

MIL invests proactively and, where appropriate, seeks to add value to each of its Group Companies by participation in the management process. MIL may acquire majority or minority shareholdings in Group Companies.

 

Value may be added through advice on such matters as capital structure and introductions to potential foreign lenders, introductions to foreign markets, access to foreign technical partners and implementation of governance structures.

 

Where appropriate the Company may seek to bring in strategic investors who are capable of adding operational value to the Group Company.

 

MIL is a long term shareholder. Myanmar Investments will target businesses operating in sectors that the Directors believe have strong growth potential and thereby can be expected to provide attractive yields, capital gains or both.  The investments are broadly classified as either core or financial.

 

  • For core holdings we would typically encourage them go public in a few years but will continue to hold the investment; and

 

  • For financial holdings we would seek to monetize the investment within 5 to 7 years.

 

We expect to invest between US$5 million and US$25 million into each company. In exceptional cases we may invest outside of this range.

 

 

Investment Policy

 

Overview

 

Myanmar Investments International Limited (“Myanmar Investments”) is a public company incorporated in the British Virgin Islands.  Myanmar Investments has been established for the purpose of identifying and investing in businesses operating in or with business exposure to Myanmar. The Directors believe that Myanmar offers good potential for long term profitable investments.

 

Myanmar Investments will target businesses operating in sectors that the Directors believe have strong growth potential and thereby can be expected to provide attractive yields, capital gains or both.

 

Myanmar Investments' main country of operation will be in Myanmar.

 

 

Strategy

 

The Company’s primary objective is to build capital value over the long term by making investments in a diversified portfolio of Myanmar businesses that the Directors believe will benefit from Myanmar’s re-emergence. In the first couple of years it is likely that the portfolio of the Company will be concentrated as it seeks out new potential investments. However, in time and subject to available opportunities the Directors intend to diversify the portfolio. 

 

The Company intends to be a proactive investor, seeking to add value to the development of each of its Investee Companies. As such, the Company will usually, where permitted under Myanmar or other applicable law, seek participation in the management process through board representation with a view to helping improve the performance and growth of the Investee Company. The Company may acquire majority or minority stakes in Investee Companies.

 

Value may be added through advice on such matters as capital structure and introductions to potential foreign lenders, introductions to foreign markets, access to foreign technical partners, and implementation of governance issues. If a Myanmar stock exchange is established, Myanmar companies may want to list but are likely to have limited understanding of what is required.

 

Where appropriate the Company may seek to bring in strategic investors who are capable of adding operational value to the Investee Company.

 

 

Investment Categories

 

Investments will likely fall into two categories, core investments and financial investments:

 

 Core investments

 

The Company intends that its core investments will be in businesses-which, in the Directors’ opinion:

 

  • are considered essential to the domestic economy in Myanmar;

  • are businesses where there are limited opportunities, creating a medium term barrier to entry; and/or 

  • are capable of being built into leading franchises in Myanmar.

 

 

For core investments, the Company will seek to help the Investee Company enhance its return on equity and, as soon as it is prudent, generate dividends. When appropriate, the Investee Company will be encouraged to list on a stock exchange although Myanmar Investments will generally expect to continue to hold its investment for a further period of time.

 

It is expected that core investments will be held until such time as the Directors believe that long term growth rates have started to moderate. As such there will not be an expectation of a near term disposal unless a compelling opportunity for full or partial divestment arises. 

 

 

Financial investments

 

Financial investments therefore, unlike core investments, are expected to be made only when there is a realistic and credible exit plan. As such they are likely to be disposed of within a five to seven year time horizon, though this may be adjusted in appropriate circumstances. Exits may be ultimately achieved through listings, in Myanmar (if a Myanmar stock exchange is set up) or on suitable overseas stock exchanges, trade sales or share swaps.

 

It is expected, in the initial years, that the Company’s investments will typically range between US$5 million and US$25 million. Although it may consider larger or smaller investments. Investments that are larger than the Company’s existing resources are expected to be funded through further issues of Ordinary Shares. Additionally where an Investment Target is larger than the Company’s appetite or does not fall within the Investment Policy,Myanmar Investments may seek to generate fee income (for example placement and management fees and carried interests) through placements to Cornerstone Investors as well as other financial investors.  

 

The Company has granted co-investment rights to the Cornerstone Investors which are described in more detail in the Admission Document. 

 

 

Sanctions and Restrictions

 

The Company will comply with any sanctions and restrictions imposed by the EU, the UK, the BVI and Singapore. The Directors will also take into consideration other actions by jurisdictions relevant to the business of the Company relating to investment in and trade with Myanmar. Should there be any addition to or re-imposition of sanctions or restrictions at any time in the future, the Directors will seek to ensure compliance with such regulations. Further details of the risk of possible re-imposition of sanctions and restrictions are set out in the Risk Factors in Part V of this document.

 

 

Portfolio

 

The Company expects to build a diversified portfolio however this will take some time and as a consequence, particularly during the early life of the Company, its investment portfolio will be concentrated in a limited number of Investee Companies.

 

There is no minimum or maximum number of companies that the Company can invest in at any one time. Similarly there are no sector limits nor minimum or maximum exposure limits to any one company or joint venture partner.

 


Geographical Diversity

 

The Company will primarily make investments in companies, businesses or assets located in Myanmar. This will include Myanmar businesses that are listed on foreign stock exchanges but also foreign companies that have a material exposure to doing business with or in Myanmar.

 

 

Forms of Investment

 

The Company may employ all forms of permitted investment mechanisms, utilising instruments and structures that might be suitable to allow participation in Investment Targets in a manner that seeks to minimise risks and maximise rewards. The Company may invest in equity, quasi-equity or debt instruments, which may or may not represent shareholding or management control. Investments are likely to be made through special purpose vehicles established specifically for each Investee Company, or by way of legal joint ventures or nominee or trust structures. In some circumstances the Company may invest via contracts that grant an economic interest in an asset.

 

Because Myanmar businesses are relatively small compared to their more developed Asian counterparts the Company’s investments are more likely to be in the form of expansion capital than buyouts and may also be in greenfield businesses.

 

 

Funding of Investments

 

In order to finance future Investments, the Company will issue further Ordinary Shares to raise capital as and when investment opportunities become available. The Company may also consider issuing Ordinary Shares as consideration for acquiring Investments or the issue by the Company or one of its subsidiaries of debt or hybrid financial instruments.

 

 

Borrowings

 

The Directors believe that an appropriate amount of appropriately structured debt could enhance the overall returns from the Company’s Investments.

 

It is the Directors’ present intention that any borrowings taken on in support of an Investment should ideally be raised at a subsidiary level on a non-recourse basis. Where this is not available and the Directors consider that the assumption of debt will enhance the overall return from an investment without giving rise to a disproportionate risk then the Company may borrow directly or may provide guarantees to its subsidiaries for such borrowings. The Directors do not intend to take on borrowings of more than 50 per cent. of the prevailing NAV of the Company, though if the NAV were to decline this benchmark might be breached. 

 

The Company or its subsidiaries may also issue hybrid financial instruments and may borrow in any currency that the Directors consider appropriate.

 

It is not expected that the Company will borrow to fund its operating expenses.

 

 

Sectors

 

The Company does not plan to limit itself to any specific sectors however, at this time, there are certain sectors falling within its Investment Policy which, given the large funding requirements typically required, it would notcurrently look to focus on. These sectors include large real estate development, infrastructure development and exploration and production of natural resources. However, the Company would consider establishing sector specific vehicles in the future possibly with suitable joint venture partners to participate in such opportunities.

 

Whilst the Investment Policy is not sector specific, in assessing which sectors the Company may invest in, the following themes will be considered:

 

  • Regulatory framework: under present foreign investment regulations there are limitations and prohibitions imposed with regard to foreign investment in certain specified sectors. However these regulations may be subject to change and refinement.

  • Ease of upgrading: the Directors believe that there are many areas of the Myanmar economy that can benefit from practices and technology that are commonplace in Western and other Asian economies and without the need to introduce advanced technology, and where relatively easy to implement changes can have a significant improvement on efficiency and profitability. These might be in manufacturing industries but also in services such as distribution and retailing.

  • Scalability: the Company will be looking at sectors where there are opportunities for significant scalability given their potential, both domestically as well as in export markets.

  • Barriers to entry: in some sectors being first to market may help secure key retail locations or licences, giving rise to competitive advantages.

 

  • Leverage: the Company will take into consideration the availability of locally sourced debt where that may be influenced by the nature of the underlying business.

 

 

Investment Policy Review

 

The Directors will review the Investment Policy on an annual basis and, subject to their review and in the absence of unforeseen circumstances, the Company intends to adhere to the Investment Policy for at least three years following Admission.

 

As required by the AIM Rules for Companies, if the Company has not substantially implemented its Investment Policy within 18 months of Admission, the Company will be required to seek Shareholder consent for its Investment Policy.

 

Notwithstanding the above, should the Company wish to make a material change to its Investment Policy, which may be prompted, inter alia, by changes in government policies or economic conditions which alter, reduce or introduce investment opportunities, the Company will seek prior Shareholder consent at a general meeting.

 

In the event of a breach of the Investment Policy or any restrictions imposed on the Investment Policy, if the Board considers the breach to be material, notification shall be made to a Regulatory Information Service provider.

 

 

 

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