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REG - Myanmar Investments - Audited results for the year to 31 March 2017 <Origin Href="QuoteRef">MILM.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSY6366Ra 

                   Note  Share       Share option  Foreignexchangereserve  Accumulatedlosses  Equityattributableto owners ofthe parent  Non-controllinginterests  Total       
                                                           capital     reserve                                                                                                                                  
                                                           US$         US$           US$                     US$                US$                                       US$                       US$         
 2016 (Continued)                                                                                                                                                                                               
                                                                                                                                                                                                                
 Contributions by and distributions to owners                                                                                                                                                                   
 Issue of shares                                     16    19,942,397  -             -                       -                  19,942,397                                -                         19,942,397  
 Share issue expenses                                16    (172,874)   -             -                       -                  (172,874)                                 -                         (172,874)   
 Share options expense                               17    -           153,448       -                       -                  153,448                                   -                         153,448     
 Total contributions by and distributions to owners        19,769,523  153,448       -                       -                  19,922,971                                -                         19,922,971  
                                                                                                                                                                                                                
 At 31 March 2016                                          28,765,805  313,561       (81,132)                (4,843,655)        24,154,579                                10,398,648                34,553,227  
 
 
CONSOLIDATED STATEMENT OF CASH FLOWS 
 
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2017 
 
                                                              Note  2017         2016          
                                                                    US$          US$           
                                                                                               
 Operating activities                                                                          
 Loss before income tax                                             (2,824,690)  (2,216,645)   
                                                                                               
 Adjustments for:                                                                              
 Interest income                                              4     (174)        (181)         
 Finance costs                                                6     13,887       14,413        
 Depreciation of plant and equipment                          12    12,941       14,996        
 Share-based payment expense                                  17    555,459      153,448       
 Share of results of joint venture, net of tax                10    (85,933)     (16,485)      
 Gain on dilution of interest in joint venture                4     -            (20,909)      
 Operating cash flows before working capital changes                (2,328,510)  (2,071,363)   
                                                                                               
 Changes in working capital:                                                                   
 Other receivables                                                  (106,754)    (2,896)       
 Other payables                                                     501,317      66,226        
 Cash used in operations                                            (1,933,947)  (2,008,033)   
 Interest received                                            4     174          181           
 Finance costs paid                                           6     (13,887)     (14,413)      
 Income tax paid                                                    (7,697)      (10,747)      
 Net cash flows used in operating activities                        (1,955,357)  (2,033,012)   
                                                                                               
 Investing activities                                                                          
 Investment in available-for-sale financial assets            11    (10,000)     (31,385,522)  
 Investment in joint venture                                  10    -            (407,500)     
 Purchase of plant and equipment                              12    (8,564)      (7,631)       
 Net cash flows used in investing activities                        (18,564)     (31,800,653)  
                                                                                               
 Financing activities                                                                          
 Contribution from non-controlling interests to a subsidiary  13    -            10,400,933    
 Net proceeds from issuance of shares                         16    3,891,189    19,769,523    
 Increase in short-term deposits pledged                            -            (163)         
 Net cash flows generated from financing activities                 3,891,189    30,170,293    
                                                                                               
 Net change in cash and cash equivalents                            1,917,268    (3,663,372)   
 Cash and cash equivalents at beginning of the year                 1,349,915    5,013,287     
 Cash and cash equivalents at the end of financial year       15    3,267,183    1,349,915     
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2017 
 
1.         General corporate information 
 
Myanmar Investments International Limited (the "Company") is a limited
liability company incorporated and domiciled in the British Virgin Islands
("BVI"). The Company's registered office is at Jayla Place, Wickhams Cay I,
Road Town, Tortola, British Virgin Islands. 
 
The Company's ordinary shares and warrants are traded on the AIM market of the
London Stock Exchange under the ticker symbols MIL and MILW respectively. 
 
The Company has been established for the purpose of identifying and investing
in, and disposing of, businesses operating in or with business exposure to
Myanmar. The Company 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 principal activities of the subsidiaries are disclosed in Note 13 to the
financial statements. 
 
The consolidated financial statements of the Company and its subsidiaries (the
"Group") for the financial year ended 31 March 2017 were approved by the Board
of Directors on 22 September 2017. 
 
The Directors have adopted the going concern basis in preparing the
consolidated financial statements. 
 
2.         Summary of significant accounting policies 
 
The Company's accounting policies are available in the full audited financial
statements, a copy of which can be found on the Company's website at
www.myanmarinvestments.com. 
 
3.         Significant accounting judgements and estimates 
 
The Company's significant accounting judgements and estimates used in the
preparation of these financial statements are available in the full audited
financial statements, a copy of which can be found on the Company's website at
www.myanmarinvestments.com. 
 
4.         Other income 
 
                                                2017  2016    
                                                US$   US$     
                                                              
 Interest income                                174   181     
 Gain on dilution of interest in joint venture  -     20,909  
 Other                                          -     508     
                                                174   21,598  
 
 
5.         Employee benefits expense 
 
                                           2017       2016       
                                           US$        US$        
                                                                 
 Salaries, wages and other staff benefits  1,061,838  1,030,710  
 Bonuses                                   250,000    200,000    
 Share options expense                     555,459    153,956    
                                           1,867,297  1,384,666  
 
 
The employee benefits expense includes the remuneration of Directors as
disclosed in Note 19 to the financial statements. 
 
6.         Finance costs 
 
Finance costs represent bank charges for the financial year. 
 
7.         Loss before income tax 
 
In addition to the charges and credits disclosed elsewhere in the notes to the
consolidated financial statements, the above includes the following charges
and credits: 
 
                             2017     2016     
                             US$      US$      
                                               
 Auditor's remuneration      52,071   48,791   
 Consultants fees            377,240  264,591  
 Foreign exchange loss, net  -        1,242    
 Operating lease expenses    74,273   83,460   
 Professional fees           59,098   16,076   
 Travel and accommodation    63,779   84,998   
 Transaction costs           30,447   9,098    
 
 
8.         Income tax 
 
                                                     2017     2016    
                                                     US$      US$     
 Current income tax                                                   
 -   current financial year                          9,631    9,779   
 -   (over)/under-provision in prior financial year  (1,241)  9,230   
                                                     8,390    19,009  
 
 
A reconciliation of income tax applicable to loss before income tax at the
statutory income tax rate of 25% (2016: 25%) in Myanmar is as follows: 
 
                                                           2017         2016         
                                                           US$          US$          
                                                                                     
 Loss before income tax                                    (2,824,690)  (2,216,645)  
 Share of results of joint venture, net of tax             (85,933)     (16,485)     
                                                           (2,910,623)  (2,233,130)  
                                                                                     
 Income tax at the applicable tax rates                    (727,655)    (558,283)    
 Effects of different income tax rates in other countries  732,756      571,480      
 Under-provision in prior financial year                   (1,241)      9,230        
 Tax effects of expenses not deductible for tax purposes   4,530        4,168        
 Others                                                    -            (7,586)      
 Income tax for the financial year                         8,390        19,009       
 
 
9.         Loss per share 
 
Basic loss per share is calculated by dividing the loss for the financial year
attributable to owners of the parent by the weighted average number of
ordinary shares outstanding during the financial year. 
 
The following reflects the loss and share data used in the basic and diluted
loss per share computation: 
 
                                                                                                          2017         2016         
                                                                                                                                    
 Loss for the financial year attributable to owners of the Company (US$)                                  (2,828,540)  (2,233,369)  
                                                                                                                                    
 Weighted average number of ordinary shares during the financial year applicable to basic loss per share  29,049,372   21,884,673   
                                                                                                                                    
 Loss per share                                                                                                                     
 Basic and diluted (cents)                                                                                (9.74)       (10.21)      
 
 
Diluted loss per share is the same as the basic loss per share because the
potential ordinary shares to be converted are anti-dilutive as the effect of
the shares conversion would be to decrease the loss per share. 
 
10.      Investment in joint venture 
 
                                                2017       2016       
                                                US$        US$        
 Investment in joint venture                                          
                                                                      
 At 1 April                                     1,813,957  1,450,195  
 Investments during the year                    -          407,500    
 Share of results of joint venture, net of tax  85,933     16,485     
 Foreign exchange adjustment                    (188,209)  (81,132)   
 Gain on dilution of interest in joint venture  -          20,909     
 At 31 March                                    1,711,681  1,813,957  
 
 
On 26 August 2014 the Company's wholly-owned subsidiary, Myanmar Investments
Limited ("MIL"), signed a joint venture agreement ("JVA") with Myanmar Finance
Company Limited ("MFC") in which, the two parties agreed to establish a
Myanmar microfinance joint venture company, Myanmar Finance International Ltd.
("MFIL"). 
 
Under the terms of the JVA, MFC injected its existing microfinance business
into the joint venture which is jointly managed by MIL and MFC.  The two
partners agreed to a four-phased contribution of US$4.8 million in capital
(MIL's share being US$2.84 million) with MIL owning 55 per cent of the new
company and MFC holding the remaining 45 per cent. 
 
On 7 August 2015, MIL invested an additional US$266,667 in MFIL (which
included US$120,000 as premium paid, reflecting MFC's injected microfinance
business) and the Company's equity interest in MFIL remained at 55%. 
 
On 16 November 2015, The Norwegian Investment Fund for Developing Countries
("Norfund") subscribed for new shares in MFIL for a total consideration of
US$1,430,720. Concurrent with Norfund's investment, the fourth and final
tranche of the initial capital specified under the JVA was called from MIL and
MFC and MIL invested an additional US$140,833 bringing its total capital
contribution to date of US$1,920,000.  Following Norfund's investment and the
final capital contributions by MIL and MFC, MIL's and MFC's shareholdings in
MFIL were each reduced to 37.5%, while Norfund now has a 25% shareholding in
MFIL. Arising from the dilution of equity interest in MFIL, a gain of
US$20,909 was recognised to the consolidated statement of comprehensive
income. 
 
MFIL is a well-established provider of microfinance loans to small-scale
business operators in rural and urban areas of Yangon and neighbouring Bago. 
 
MFIL is deemed to be a joint venture of the Company as the appointment of its
directors and the allocation of voting rights for key business decisions
require the unanimous approval of all its shareholders. 
 
The detail of the joint venture is as follows: 
 
 Name of joint venture(Country of incorporation/place of business)  Principalactivities            Effective equity interestheld by the Company  
                                                                                                   2017                                          2016  
                                                                                                   %                                             %     
                                                                                                                                                       
 Myanmar Finance International Limited(1)(Myanmar)                  Provider ofmicrofinance loans  37.5                                          37.5  
 
 
(1)Audited by JF Group Audit Firm, Yangon, Myanmar. 
 
The summarised financial information below reflects the amounts presented in
the financial statements of the joint venture (and not the Company's share of
those amounts), adjusted for differences in accounting policies between the
Company and the joint venture. 
 
                              2017       2016       
                              US$        US$        
 Assets and liabilities                             
 Cash and cash equivalents    504,649    1,259,004  
 Trade receivables            5,898,757  4,037,562  
 Other current assets         192,680    93,403     
 Current assets               6,596,086  5,389,969  
 Non-current assets           119,763    150,182    
 Total assets                 6,715,849  5,540,151  
                                                    
 Current liabilities          1,998,898  1,022,933  
 Non-current liabilities      472,468    -          
 Total liabilities            2,471,366  1,022,933  
 Net assets                   4,244,483  4,517,218  
                                                    
 Investment in joint venture  37.5%      37.5%      
                                                    
 Share of net assets          1,591,681  1,693,957  
 Premium paid                 120,000    120,000    
                              1,711,681  1,813,957  
 
 
                                                                                       2017                     2016                                                           
                                                                                       US$                      US$                                                            
 Included in the current liabilities are:                                                                                                                                      
 Current financial liabilities                                                         1,677,700                828,327                                                        
 (excluding trade and other payables and provision)                                                                                                                            
 Non-current financial liabilities (excluding trade and other payables and provision)  472,468                  -                                                              
                                                                                                                                                                               
                                                                                       Year ended 31 March2017  Period from9 July 2015 (Date of incorporation)to 31 March2016  
                                                                                       US$                      US$                                                            
 Income and expenses                                                                                                                                                           
 Revenue                                                                               1,557,162                819,948                                                        
 Other income                                                                          77,692                   142,255                                                        
 Operating expense                                                                     (1,063,140)              (786,888)                                                      
 Depreciation                                                                          (54,429)                 (34,406)                                                       
 Interest expense                                                                      (198,359)                (75,415)                                                       
 Tax expense                                                                           (89,770)                 (16,373)                                                       
 Profit after income tax                                                               229,156                  49,121                                                         
 
 
11.      Available-for-sale financial assets 
 
                                      2017        2016        
                                      US$         US$         
 Available-for-sale financial assets                          
                                                              
 Unquoted equity, at cost             31,395,522  31,385,522  
 
 
As disclosed in Note 13 to the financial statements, MIL 4 Limited ("MIL 4")
was incorporated by the Company to acquire shares in Apollo Towers Pte. Ltd.
("Apollo"), a Singapore incorporated company. 
 
On 29 July 2015, MIL 4 acquired a 14.18% stake in Apollo Towers Pte. Ltd.
("Apollo"), an unquoted Singapore incorporated company, for a purchase
consideration of US$30,182,725. 
 
On 24 December 2015, Apollo held a further round of fund raising in which MIL
4 only invested US$1,202,797 into Apollo, resulting in a dilution of MIL 4's
equity interest to 13.48%. 
 
On 16 June 2016, MIL4 purchased a warrant for a total consideration of
US$10,000, allowing MIL4 to purchase for a nominal amount 1.56% of Apollo's
total capital stock on a fully diluted basis. The warrant has not been
exercised by MIL4 as of 31 March 2017. 
 
Apollo owns and operates a leading telecommunication towers business in
Myanmar through its subsidiary Apollo Towers Myanmar Limited. 
 
The investment in unquoted equity securities is stated at cost, including
transaction costs, less impairment loss, if any. The investment is denominated
in United States Dollars. 
 
12.      Plant and equipment 
 
                                      Computer equipment  Office equipment  Furniture and fittings  Total   
                                      US$                 US$               US$                     US$     
 2017                                                                                                       
 Cost                                                                                                       
 Balance at 1 April 2016              13,739              4,580             30,155                  48,474  
 Additions                            3,671               315               4,578                   8,564   
 Balance at 31 March 2017             17,410              4,895             34,733                  57,038  
                                                                                                            
 Accumulated depreciation                                                                                   
 Balance at 1 April 2016              7,649               1,599             22,339                  31,587  
 Depreciation for the financial year  4,104               1,413             7,424                   12,941  
 Balance at 31 March 2017             11,753              3,012             29,763                  44,528  
                                                                                                            
 Carrying amount                                                                                            
 Balance at 31 March 2017             5,657               1,883             4,970                   12,510  
                                                                                                            
 2016                                                                                                       
 Cost                                                                                                       
 Balance at 1 April 2015              10,749              2,297             27,797                  40,843  
 Additions                            2,990               2,283             2,358                   7,631   
 Balance at 31 March 2016             13,739              4,580             30,155                  48,474  
                                                                                                            
 Accumulated depreciation                                                                                   
 Balance at 1 April 2015              3,604               752               12,235                  16,591  
 Depreciation for the financial year  4,045               847               10,104                  14,996  
 Balance at 31 March 2016             7,649               1,599             22,339                  31,587  
                                                                                                            
 Carrying amount                                                                                            
 Balance at 31 March 2016             6,090               2,981             7,816                   16,887  
 
 
13.      Investment in subsidiaries 
 
Details of the investments in which the Group has a controlling interest are
as follows: 
 
 Name of subsidiaries              Country of incorporation/principal place of business  Principal activities                           Proportion of                          Proportion of                                      
                                                                                                                                        ownership interest held by the Group   ownership interest held by non-control interests   
                                                                                                                                        2017                                   2016                                               2017   2016   
                                                                                                                                        %                                      %                                                  %      %      
                                                                                                                                                                                                                                                
 Myanmar Investments Limited (1)   Singapore                                             Investment holding company                     100                                    100                                                -      -      
                                                                                                                                                                                                                                                
 MIL Management Pte. Ltd.(1)       Singapore                                             Provision of management services to the Group  100                                    100                                                -      -      
                                                                                                                                                                                                                                                
 MIL No. 2 Pte. Ltd.(2)            Singapore                                             Dormant                                        100                                    100                                                -      -      
                                                                                                                                                                                                                                                
 MIL No. 3 Pte. Ltd.(2)            Singapore                                             Dormant                                        100                                    100                                                -      -      
 MIL 4 Limited (1)                 British Virgin Islands                                Investment holding company                     66.67                                  66.67                                              33.33  33.33  
                                                                                                                                                                                                                                                
 Held by MIL Management Pte. Ltd.                                                                                                                                                                                                               
 MIL Management Co., Ltd(3)        Myanmar                                               Provision of management services to the Group  100                                    100                                                -      -      
 
 
(1)  Audited by BDO LLP, Singapore. 
 
(2)  Not required to be audited as the subsidiary is dormant since the date of
its incorporation. 
 
(3)  Audited by JF Group Audit Firm, Yangon, Myanmar. 
 
Incorporation of a subsidiary 
 
On 9 July 2015, the Company incorporated a 100.00% owned subsidiary, MIL 4 for
a cash consideration of US$5,000, in the British Virgin Islands for the
purpose of investing into Apollo as disclosed in Note 11 to the financial
statements. 
 
On 29 July 2015, the Company and new shareholders injected an amount of
US$19,995,000 and US$10,000,000 into MIL 4 respectively, which resulted in the
dilution of equity interest in the subsidiary to 66.67%. 
 
On 24 December 2015, the Company and MIL 4's shareholders further increased
its investment in MIL 4 by US$801,864 and US$400,933 respectively and the
Company's equity interest in MIL 4 remains at 66.67% during this round of
additional investment. 
 
Non-controlling interests 
 
The summarised financial information before intra-group elimination of the
subsidiary that has material non-controlling interests as at the end of each
reporting period is as follows: 
 
                                        MIL 4 Limited  
                                        2017           2016        
                                        US$            US$         
 Assets and liabilities                                            
 Non-current assets                     31,395,522     31,385,522  
 Current assets                         89,778         32,289      
 Current liabilities                    (302,977)      (221,869)   
 Net assets                             31,182,323     31,195,942  
                                                                   
 Accumulated non-controlling interests  10,394,108     10,398,648  
 
 
                                                                                                                              Year to 31 March2017  Period from9 July 2015 (Date of incorporation)to 31 March2016  
                                                                                                                              US$                   US$                                                            
                                                                                                                                                                                                                   
 Revenue                                                                                                                      -                     -                                                              
 Administrative expenses                                                                                                      (13,620)              (6,855)                                                        
 Loss for the financial year/period, representing total comprehensive income for the financial year/period                    (13,620)              (6,855)                                                        
                                                                                                                                                                                                                   
 Loss allocated to non-controlling interests, representing total comprehensive income allocated to non-controlling interests  (4,540)               (2,285)                                                        
                                                                                                                                                                                                                   
 Net cash used in operating activities                                                                                        (96,567)              (1,838)                                                        
 Net cash used in investing activity                                                                                          (10,000)              (31,385,522)                                                   
 Net cash generated from financing activities                                                                                 106,567               31,387,360                                                     
 Net change in cash and cash equivalents                                                                                      -                     -                                                              
 
 
14.      Other receivables 
 
                    2017     2016    
                    US$      US$     
                                     
 Other receivables  136,974  29,591  
 Deposits           12,502   14,605  
 Prepayments        49,028   47,554  
                    198,504  91,750  
 
 
Other receivables are denominated in the following currencies: 
 
                       2017     2016    
                       US$      US$     
                                        
 United States dollar  192,254  88,732  
 Singapore dollar      -        2,105   
 Myanmar kyat          6,250    913     
                       198,504  91,750  
 
 
15.      Cash and cash equivalents 
 
                         2017       2016       
                         US$        US$        
                                               
 Cash and bank balances  3,267,183  1,349,915  
 Short-term deposit      36,144     36,144     
                         3,303,327  1,386,059  
 
 
The short-term deposit bears interest at an average rate of 0.25% (2016:
0.25%) per annum and is for a tenure of approximately 12 months (2016: 12
months). 
 
The short-term deposit of the Company amounting to US$36,144 (2016: US$36,144)
is pledged to bank to secure credit facilities. 
 
Cash and cash equivalents are denominated in the following currencies: 
 
                       2017       2016       
                       US$        US$        
                                             
 United States dollar  3,164,896  1,233,692  
 Singapore dollar      134,075    146,834    
 Myanmar kyat          4,356      5,533      
                       3,303,327  1,386,059  
 
 
For the purpose of the statement of cash flows, cash and cash equivalents
comprise the following at the end of the financial year: 
 
                                    2017       2016       
                                    US$        US$        
                                                          
 Bank balances                      3,303,327  1,386,059  
 Less: short-term deposits pledged  (36,144)   (36,144)   
                                    3,267,183  1,349,915  
 
 
16.      Share capital 
 
                                                         2017        2016        
                                                         US$         US$         
 Issued and fully-paid share capital:                                            
 Ordinary shares at the beginning of the financial year  28,765,805  8,996,282   
 Issuance of ordinary shares during the financial year   4,219,081   19,942,397  
 Exercise of warrants during the financial year          7,885       -           
 Share issuance expenses                                 (335,777)   (172,874)   
                                                         32,656,994  28,765,805  
 
 
                                                 2017             2016        
 Equity Instruments in issue                     Ordinary Shares  Warrants    Ordinary Shares  Warrants    
 At the beginning of the                         27,300,833       15,240,027  9,959,619        9,459,619   
 financial year                                                                                            
 Issuance during the                             3,245,447        811,368     17,341,214       5,780,408   
 financial year                                                                                            
 Exercise of warrants during the financial year  10,513           (10,513)    -                -           
 At the end of the financial year                30,556,793       16,040,882  27,300,833       15,240,027  
 
 
The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share without restriction
at meetings of the Company. 
 
On 21 July 2015, the Company allotted 17,341,214 Ordinary Shares at US$1.15
per share (total of US$19,942,397) pursuant to a subscription for new shares
(the "Third Subscription"). 
 
On 16 September 2016, the Company allotted 3,245,447 Ordinary Shares at
US$1.30 per share (total of US$4,219,081) pursuant to a subscription for new
shares (the "Fourth Subscription"). 
 
During the financial year, a total of 10,513 warrants were exercised at a
price of US$0.75 by the parties that held them for cash consideration of
US$7,885. 
 
All the shares have been admitted to trading on AIM under the ticker MIL. 
 
The new ordinary shares issued during the financial year ranked pari passu in
all respects with the existing ordinary shares of the Company. 
 
Warrants 
 
On 21 July 2015, the Company allotted 5,780,408 Warrants pursuant to the Third
Subscription. The Company had agreed that for every three Ordinary Shares
subscribed for by a subscriber they would receive one Warrant at nil cost. 
 
On 16 September 2016, the Company allotted 811,368 Warrants pursuant to the
Fourth Subscription. The Company had agreed that for every four Ordinary
Shares subscribed for by a subscriber they would receive one Warrant at nil
cost. 
 
The Warrants entitle the holder to subscribe for an Ordinary share at an
exercise price of US$0.75. The Warrants may be exercised during each 15
Business Day period commencing on the first day of each Quarter during the
Subscription Period (from 21 June 2015 to 21 June 2018). 
 
All Warrants have been admitted to trading on AIM under the ticker MILW. 
 
17.      Share option reserve 
 
Details of the Share Option Plan (the "Plan") 
 
The Plan allows for the total number of shares issuable under share options to
constitute a maximum of one tenth of the number of the total number of
ordinary shares in issue (excluding shares held by the Company as treasury
shares and shares issued to the Founders prior to Admission). 
 
Any future issuance of shares will give rise to the ability of the
Remuneration Committee to award additional share options. Such share options
will be granted with an exercise price set at a 10 percent premium to the
subscription price paid by shareholders on the relevant issue of shares that
gave rise to the availability of each tranche of share options. 
 
Share options can be exercised any time after the first anniversary and before
the tenth anniversary of the grant (as may be determined by the Remuneration
Committee in its absolute discretion) of the respective share options. 
 
Share options are not admitted to trading on AIM but application will be made
for shares that are issued upon the exercise of the share options to be
admitted to trading on AIM. 
 
As at 31 March 2017, there were 3,004,628 (2016: 2,680,082) share options
available for issue under the Plan of which 2,673,028 (2016: 1,894,661) had
been granted. These granted share options have a weighted average exercise
price of US$1.214 (2016: US$1.194) per share and a weighted average
contractual life of 8.51 years (2016: 9.11 years). 
 
The 3,004,628 share options available were created under the following
series: 
 
 Series/Date  Occasion                            Number     Exerciseprice(USD)  
                                                                                 
 Series 1     Admission Placing and Subscription  584,261    1.100               
 Series 2     Second Subscription                 361,700    1.155               
 Series 3     Third Subscription                  1,734,121  1.265               
 Series 4     Fourth Subscription                 324,546    1.430               
                                                  3,004,628                      
 
 
The following share-based payment arrangements were in existence during the
current financial year: 
 
 Option series  Number of share options  Grant date         Expiry date        Exerciseprice(USD)  Fair valueat grantdate  
                                                                                                                           
 Series 1       410,000                  27 June 2013       26 June 2023       1.100               153,495                 
 Series 1       25,000                   9 December 2013    8 December 2023    1.100               19,015                  
 Series 1       132,261                  25 September 2014  24 September 2024  1.100               62,937                  
 Series 2       24,000                   2 June 2015        1 June 2025        1.155               14,671                  
 Series 1       10,200                   15 January 2016    14 January 2026    1.100               6,235                   
 Series 2       331,700                  15 January 2016    14 January 2026    1.155               193,562                 
 Series 3       956,600                  15 January 2016    14 January 2026    1.265               508,734                 
 Series 3       195,000                  28 June 2016       27 June 2026       1.265               136,351                 
 Series 1       6,800                    19 October 2016    18 October 2026    1.100               4,088                   
 Series 2       6,000                    19 October 2016    18 October 2026    1.155               3,447                   
 Series 3       575,467                  19 October 2016    18 October 2026    1.265               302,071                 
                2,673,028                                                                          1,404,606               
 
 
Share options that are allocated to a Participant are subject to a three year
vesting period during which the rights to the share options will be
transferred to the Participant in three equal annual instalments provided,
save in certain circumstances, that they are still in employment with or
engaged by the Company. 
 
Fair value of share options granted in the financial year 
 
The weighted average fair value of the share options granted during the
financial year is US$0.569 (2016: US$0.547). Share options were priced using
Black-Scholes option pricing model. Where relevant, the expected life used in
the model has been adjusted based on management's best estimate for the
effects of non-transferability, exercise restrictions (including the
probability of meeting market conditions attached to the option), and
behavioural considerations. Expected volatility is based on historical share
price volatility from the date of grant of the share options. 
 
The Black-Scholes option pricing model uses the following assumptions: 
 
                                  Grant date    
                                  28 June 2016  19 October 2016  19 October 2016  19 October 2016  
                                                                                                   
 Grant date share price (US$)     1.628         1.388            1.388            1.388            
 Exercise price (US$)             1.265         1.100            1.155            1.265            
 Expected volatility              22.47%        22.25%           22.25%           22.25%           
 Option life                      10 years      10 years         10 years         10 years         
 Risk-free annual interest rates  1.46%         1.76%            1.76%            1.76%            
 
 
The Group recognised a net expense of US$555,459 (2016: US$153,448) related to
equity-settled share-based payment transactions during the financial year. 
 
Movement in share option during the financial year 
 
The following reconciles the share options outstanding at the start of the
year and at the end of the year. 
 
                                   2017       2016                            
                                   Number     Weighted average exerciseprice  Number     Weighted average exerciseprice  
                                              US$                                        US$                             
 Balance at start of the           1,894,661  1.194                           574,061    1.100                           
 financial year                                                                                                          
 Granted                           783,267    1.263                           1,324,000  1.234                           
 Forfeited                         (4,900)    1.117                           (3,400)    1.100                           
 Balance at end of financial year  2,673,028  1.214                           1,894,661  1.194                           
 
 
No share options were exercised during the financial year. 
 
Movement in share option reserve during the financial year 
 
                                         2017     2016     
                                         US$      US$      
                                                           
 Balance at start of the financial year  313,561  160,113  
 Share options expense                   555,459  153,448  
 Cancellation of share options           (2,630)  -        
 Balance at end of financial year        866,390  313,561  
 
 
18.      Other payables 
 
                 2017     2016     
                 US$      US$      
                                   
 Accruals        596,032  130,237  
 Other payables  36,706   1,184    
                 632,738  131,421  
 
 
Other payables are denominated in the following currencies: 
 
                       2017     2016     
                       US$      US$      
                                         
 Singapore dollar      47,179   50,613   
 United States dollar  523,791  57,348   
 British pound         50,976   20,678   
 Euro                  2,667    2,782    
 Myanmar Kyat          8,125    -        
                       632,738  131,421  
 
 
19.      Significant related party disclosures 
 
For the purposes of these consolidated financial statements, parties are
considered to be related to the Group and the Company if the Group and the
Company have the ability, directly or indirectly, to control the party or
exercise significant influence over the party in making financial and
operating decisions, or vice versa, or where the Group and the Company and the
party are subject to common control or common significant influence.  Related
parties may be individuals or other entities. 
 
Compensation of key management personnel 
 
For the financial year ended 31 March 2017, no emoluments were paid by the
Group to the Directors as an inducement to join or upon joining the Group or
as compensation for loss of office. 
 
The remuneration of Directors for the financial years ended 31 March 2017 and
31 March 2016 was as follows: 
 
                                      Directors'fee  Short termemployeebenefits(1)  Shareoptionplan  Total      
                                      US$            US$                            US$              US$        
 Financial year ended 31 March 2017                                                                             
 Executive directors                                                                                            
 Maung Aung Htun                      -              456,747                        179,327          636,074    
 Anthony Michael Dean                 -              434,784                        165,913          600,697    
                                                                                                                
 Independent non-executive directors                                                                            
 Christopher William Knight           40,000         -                              34,352           74,352     
 Craig Robert Martin                  30,000         -                              34,453           64,453     
 Christopher David Appleton           30,000         -                              34,554           64,554     
 Henrik Onne Bodenstab                26,200         -                              5,051            31,251     
                                      126,200        891,531                        453,650          1,471,381  
                                                                                                                  
 Financial year ended 31 March 2016                                                                               
 Executive directors                                                                                              
 Maung Aung Htun                      -              447,208 (2)                    58,193           505,401      
 Anthony Michael Dean                 -              429,909 (2)                    52,119           482,028      
                                                                                                                  
 Independent non-executive directors                                                                              
 Christopher William Knight           35,000         -                              7,896            42,896       
 Craig Robert Martin                  27,500         -                              8,461            35,961       
 Christopher David Appleton           27,500         -                              9,027            36,527       
                                      90,000         877,117                        135,696          1,102,813    
 
 
(1)    The short-term employee benefits also includes rental expenses paid for
the Director's accommodation. 
 
(2)    The short-term employee benefits include bonuses totalling US$150,000
for the Executive Directors that relate to the financial year ended 31 March
2015 as determined by the Remuneration Committee. 
 
20.      Commitments 
 
Operating lease commitments - as lessee 
 
The Group leases the Yangon office and accommodation for Directors under
non-cancellable operating leases. The operating lease commitments are based on
rental rates as specified in the lease agreements. The Group has the option to
renew certain agreements on the leased premises for another one year. 
 
In accordance with prevailing market conditions in Yangon, lease payments are
paid in advance. 
 
Future minimum rentals payable under non-cancellable operating leases at the
reporting date are as follows: 
 
                            2017  2016    
                            US$   US$     
                                          
 Within one financial year  -     39,000  
                            -     39,000  
 
 
21.      Dividends 
 
The Directors of the Company do not recommend any dividend in respect of the
financial year ended 31 March 2017 (2016: Nil). 
 
22.      Financial risk management objectives and policies 
 
The Company's financial risk management objective and policies are available
in the audited financial statements, a copy of which can be found on the
Company's website at www.myanmarinvestments.com 
 
23.      Subsequent events 
 
Equity fund raising 
 
On 27 June 2017, the Company raised US$7,293,725 through the issuance of
6,181,123 new ordinary shares. 
 
Notes to Editors: 
 
Myanmar Investments International Limited (AIM: MIL) is the first
Myanmar-focused investment company to be admitted to trading on the AIM market
of the London Stock Exchange. MIL was established in 2013 with the intention
of building long term shareholder value by proactively investing in a
diversified range of Myanmar businesses that will benefit from the country's
re-emergence and ongoing economic development. The Company is led by an
experienced and entrepreneurial team who between them have considerable
industrial, corporate and financial management experience. 
 
To date the Company has raised over US$40 million, predominantly from
institutional investors, family offices and high net worth individuals. 
 
MIL aims to identify businesses with strong growth which if necessary can be
"de-risked" through the introduction of experienced senior line-management,
mentors and/or strategic partners sourced by MIL's management board. The
Company's main focus is on opportunities that are experiencing acute supply
and demand imbalances, such as within the consumer and capacity-constrained
sectors. 
 
With its strong proprietary pipeline of business opportunities, MIL provides
investors with a highly disciplined and conservative investment process into
one of the most promising growth opportunities of this era. 
 
MIL's largest investment (US$21 million for a 9.3% shareholding) is in Apollo
Towers, one of Myanmar's top telecommunications towers companies with 1,800
towers. Apollo operates in the high growth telecommunications sector with a
strong management that is growing the number of co-locations (ie multiple
tenancies) on its portfolio of towers. In June 2016, the US Government's
Overseas Private Investment Corporation ("OPIC") provided a US$250 million
debt facility to Apollo Towers. 
 
MIL's first investment in August 2014 was into Myanmar Finance International
Limited ("MFIL") which today is one of the top 10 microfinance companies in
Myanmar. Since MIL invested, MFIL's business has developed rapidly. The
business is profitable with zero NPLs and a sustainable expansion plan for
long term growth. In November 2015, the Norwegian Government's Norwegian
Investment Fund for Developing Countries ("Norfund"), the Norwegian
development finance institution, also became a 25% shareholder in MFIL. 
 
In May 2017 MIL announced it had established a pharmacy, healthcare and
personal care product franchise joint venture. It is expected that the
business will fill a vacuum in the present retail landscape and at the same
time tap into the rapid growth of the middle and affluent classes in Myanmar.
The two joint venture partners are: a) an experienced retail group that runs
over 55 pharmacy, health and beauty outlets in a neighbouring Asian country;
and b) an industry veteran with significant experience leading Asian-based
retail concepts. The Company has made an initial investment of US$495,000 for
a 45% stake. The Company expects to invest further capital in the business
over the next few years as it continues to expand. 
 
Myanmar, a country of approximately 51.4 million people and roughly the size
of France, has been isolated for much of the last 50 years. Once it was one of
the more prosperous countries in Southeast Asia as it has an abundance of
natural resources (oil, natural gas, arable land, tourist attractions and a
long coastline), it is now one of the least developed countries in the world. 
 
The country has undergone an unprecedented and peaceful transformational
reform process, initiated by U Thein Sein's Administration in 2011. This is
now continuing under the elected civilian administration led by Daw Aung San
Suu Kyi which came to power in April 2016 as a result of the first democratic
elections in 50 years. While the process is still evolving, the new government
has broad support and significant progress has been made to the economic
prospects of the country. 
 
In October 2016, the United States lifted all remaining sanctions against
Myanmar and re-admitted the country into its preferred tariff system. 
 
For more information about MIL, please visit
http://www.myanmarinvestments.com 
 
This information is provided by RNS
The company news service from the London Stock Exchange

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