REG - Myanmar Investments - Interim results to 30 Sept 2017 & strategic update <Origin Href="QuoteRef">MILM.L</Origin> - Part 2
24/11/2017 07:05
- Part 2: For the preceding part double click ID:nRSX4029Xa
Auditor's remuneration 21,946 21,183 52,071
Consultants fees 153,897 226,101 377,240
Operating lease expenses 32,842 40,473 74,273
Professional fees 47,848 13,618 59,098
Travel and accommodation 49,850 53,276 63,779
Transaction Costs - - 30,447
8. Income tax
The Company received a tax refund during the period for over payment of taxes
in prior periods.
9. Loss per share
Basic loss per share is calculated by dividing the loss for the financial
period attributable to owners of the parent by the weighted average number of
ordinary shares outstanding during the financial period.
The following reflects the loss and share data used in the basic and diluted
loss per share computation:
6 months to 30 September 2017 6 months to 30 September 2016 Year ended 31 March 2017
Loss for the financial period attributable to owners of the Company (US$) (1,384,970) (1,332,330) (2,828,540)
Weighted average number of ordinary shares during the financial period applicable to basic loss per share 33,944,443 27,553,577 29,049,372
Loss per share
Basic and diluted (cents) (4.08) (4.84) (9.74)
Diluted loss per share is the same as the basic loss per share because the
potential ordinary shares to be converted are anti-dilutive as the effect of
the shares conversion would be to decrease the loss per share.
10. Investments in joint ventures
Myanmar Finance International Ltd.
6 months to 30 September 2017 6 months to 30 September 2016 Year ended 31 March 2017
Investment in joint venture (37.5%) US$ US$ US$
At 1 April 1,711,681 1,813,957 1,813,957
Investments during the year - - -
Share of results of joint venture, net of tax 56,925 47,942 85,933
Foreign exchange adjustment 11,773 (55,153) (188,209)
Gain on dilution of interest in joint venture - - -
At period end 1,780,379 1,806,746 1,711,681
In August 2014, the Company's wholly-owned subsidiary, Myanmar Investments
Limited ("MIL"), established 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. At that time
MIL owned 55 per cent and MFC owned 45 per cent of MFIL. It was also agreed
that both parties would make additional equity contributions as MFIL's
business grew. To date MIL's equity capital contributions have totalled
US$1,780,379.
In November 2015, The Norwegian Investment Fund for Developing Countries
("Norfund") also became a shareholder in MFIL. Following Norfund's
investment, MIL's and MFC's shareholdings in MFIL were each reduced to 37.5%,
while Norfund now has a 25% shareholding in MFIL.
MFIL is a well-established provider of microfinance loans to small-scale
business operators in rural and urban areas of Yangon and neighbouring Bago.
MFIL is deemed to be a joint venture of the Company as the appointment of its
directors and the allocation of voting rights for key business decisions
require the unanimous approval of all its shareholders.
Medicare International Holdings Pte Ltd
6 months to 30 September 2017 6 months to 30 September 2016 Year ended 31 March 2017
Investment in joint venture (45%) US$ US$ US$
At 1 April - - -
Investment during the year 495,000 - -
Share of results of joint venture, net of tax (120,045) - -
At period end 374,955 - -
In May 2017 the Company's wholly-owned subsidiary, MIL No. 2 Pte. Ltd. ("MIL
2"), issued shares to H&B Management Solutions Pte. Limited and Randall
Guttery such that they owned 45% and 10% of MIL 2's shares respectively. The
Company also subscribed $490,000 for additional MIL 2 shares and its interest
in MIL 2 was diluted to 45%. MIL 2 therefore ceased to be a subsidiary and
became a jointly controlled entity. At the same time, MIL 2 changed its name
to Medicare International Health and Beauty Pte. Ltd. ("Medicare").
Medicare was established to introduce the pharmacy, health, beauty and
personal care chain store franchise concept in Myanmar.
Medicare is deemed to be a joint venture of the Company as the appointment of
its directors and the allocation of voting rights for key business decisions
requires the approval of other shareholders.
Summary
6 months to 30 September 2017 6 months to 30 September 2016 Year ended 31 March 2017
Share of results of joint venture, net of tax US$ US$ US$
Myanmar Finance International Ltd. 56,925 47,942 85,933
Medicare International Holdings Pte Ltd. (120,045) - -
(63,120) 47,942 85,933
11. Available-for-sale financial assets
6 months to 30 September 2017 6 months to 30 September 2016 Year ended 31 March 2017
Available-for-sale financial assets US$ US$ US$
Unquoted equity shares, at cost 31,392,522 31,395,522 31,395,522
MIL 4 Limited ("MIL 4"), a 66.67% owned subsidiary, was incorporated by the
Company to acquire shares in Apollo Towers Pte. Ltd. ("Apollo"), an unquoted
Singapore incorporated company.
On 29 July 2015, MIL 4 acquired a 14.18% stake in Apollo 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 acquired a warrant for a total consideration of
US$10,000, allowing MIL4 to purchase for a nominal amount 1.56% of Apollo's
total capital stock on a fully diluted basis. During the period Apollo issued
warrants to an unconnected third party on an arm's length basis. As a result
of this MIL4 now has an effective equity interest of 13.4% in Apollo and the
Company's effective equity interest in Apollo is 9.0%.
Apollo owns and operates a leading telecommunication towers business in
Myanmar through its subsidiary Apollo Towers Myanmar Limited.
In accordance with IFRS, the investment in unquoted equity securities is
stated at cost, including transaction costs. The investment is denominated in
United States Dollars.
12. Plant and equipment
Computer equipment Office equipment Furniture and fittings Total
US$ US$ US$ US$
Financial period ended 30 September 2017
Cost
Balance at 1 April 2017 17,410 4,895 34,733 57,038
Additions - - 3,673 3,673
Balance at 30 September 2017 17,410 4,895 38,406 60,711
Accumulated depreciation
Balance at 1 April 2017 11,753 3,012 29,763 44,528
Depreciation for the financial period 1,720 580 1,666 3,966
Balance at 30 September 2017 13,473 3,592 31,429 48,494
Carrying amount
Balance at 30 September 2017 3,937 1,303 6,977 12,217
Financial year ended 31 March 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
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
% %
Myanmar Investments Limited Singapore Investment holding company 100 -
MIL Management Pte. Ltd. Singapore Provision of management services to the Group 100 -
MIL No. 3 Pte. Ltd. Singapore Dormant 100 -
MIL 4 Limited British Virgin Islands Investment holding company 66.67 33.33
Held by MIL Management Pte. Ltd.
MIL Management Co., Ltd Myanmar Provision of management services to the Group 100 -
14. Share capital
6 months to 30 September 2017 6 months to 30 September 2016 Year to 31 March 2017
US$ US$ US$
Issued and fully-paid share capital:
Ordinary shares at the beginning of the period 32,656,994 28,765,805 28,765,805
Issuance of ordinary shares during the period 7,293,725 4,224,591 4,219,081
Exercise of warrants during the period 11,250 - 7,885
Share issuance expenses (272,088) (156,871) (335,777)
39,689,881 32,833,525 32,656,994
Equity Instruments in issue Ordinary Shares Warrants
At the beginning of the financial period 30,556,793 16,040,882
Issued during the financial period 6,181,123 -
Exercise of warrants during the financial period 15,000 (15,000)
At the end of the financial period 36,752,916 16,025,882
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 23 June 2017, the Company allotted 5,333,623 Ordinary Shares at US$1.18 per
share (total of US$6,293,675) pursuant to a subscription for new shares. On 27
June 2017, the Company allotted 847,500 Ordinary Shares at US$1.18 per share
(total of US$1,000,050) pursuant to a subscription for new shares (together
these two issues are the "Fifth Subscription").
During the financial period, a total of 15,000 warrants were exercised at a
price of US$0.75 by the parties that held them for cash consideration of
US$11,250.
All shares have been admitted to trading on AIM under the ticker MIL.
The new ordinary shares issued during the financial period ranked pari passu
in all respects with the existing ordinary shares of the Company.
Warrants
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.
15. Share option reserve
Details of the Share Option Plan (the "Plan")
Details of the Share Option Plan (the "Plan") are available in the financial
statements for the year to 31 March 2017, which can be found on the Company's
website at www.myanmarinvestments.com.
As at 30 September 2017, there were 3,622,740 share options available for
issue under the Plan of which 2,673,028 had been granted. These granted share
options have a weighted average exercise price of US$1.214 per share and a
weighted average contractual life of 8.01 years.
The 3,622,740 share options available were created under the following
series:
Series/Date Occasion Number Exerciseprice(USD)
Series 1 Admission Placing and Subscription 584,261 1.100
Series 2 Second Subscription 361,700 1.155
Series 3 Third Subscription 1,734,121 1.265
Series 4 Fourth Subscription 324,546 1.430
Series 5 Fifth Subscription 618,112 1.298
3,622,740
The following share-based payment arrangements were in existence during the
current financial period:
Option series Number of share options Grant date Expiry date Exerciseprice(USD) Fair valueat grantdate
Series 1 410,000 27 June 2013 26 June 2023 1.100 153,495
Series 1 25,000 9 December 2013 8 December 2023 1.100 19,015
Series 1 132,261 25 September 2014 24 September 2024 1.100 62,937
Series 2 24,000 2 June 2015 1 June 2025 1.155 14,671
Series 1 10,200 15 January 2016 14 January 2026 1.100 6,235
Series 2 331,700 15 January 2016 14 January 2026 1.155 193,562
Series 3 956,600 15 January 2016 14 January 2026 1.265 508,734
Series 3 195,000 28 June 2016 27 June 2026 1.265 136,351
Series 1 6,800 19 October 2016 18 October 2026 1.100 4,088
Series 2 6,000 19 October 2016 18 October 2026 1.155 3,447
Series 3 575,467 19 October 2016 18 October 2026 1.265 302,071
2,673,028 1,404,606
Movement in share options during the financial period
There were 2,673,028 share options outstanding during the period as there were
no grants or forfeitures during the period.
No share options were exercised during the financial period.
Movement in share option reserve during the financial period
6 months to 30 September 2017 6 months to 30 September 2016 Year ended 31 March 2017
US$ US$ US$
Balance at start of the financial period 866,390 313,561 313,561
Grant of share options/Share option expenses 227,700 253,309 555,459
Cancellation of Share Options - - (2,630)
Balance at end of financial period 1,094,090 566,870 866,390
The Group recognised a net expense of US$227,700 related to equity-settled
share-based payment transactions during the financial period.
16. Significant related party disclosures
Compensation of key management personnel
Director remuneration for the six month period ended 30 September 2017 is as
follows:
Directors'fee Short termemployeebenefits(1) Shareoptionplan Total
US$ US$ US$ US$
Executive directors
Maung Aung Htun - 277,945 65,101 343,046
Anthony Michael Dean - 291,912 61,756 353,668
Independent non-executive directors
Christopher William Knight 20,000 - 13,322 33,322
Craig Robert Martin 15,000 - 13,322 28,322
Christopher David Appleton 15,000 - 13,322 28,322
Henrik Bodenstab 15,000 - 5,614 20,614
65,000 569,857 172,437 807,294
(1) The short term employee benefits also includes rental expenses paid for
Directors' accommodation.
Share Subscription
The following Directors participated in the share subscription in June 2017:
Director ShareSubscriptionUS$
Maung Aung Htun 358,720
Anthony Michael Dean 220,660
Craig Robert Martin 50,000
Christopher David Appleton 50,000
Henrik Bodenstab 50,000
729,380
17. Dividends
The Directors of the Company do not recommend any dividend in respect of the
six month period ended 30 September 2017.
18. Financial risk management objectives and policies
The Company's financial risk management objectives and policies are available
in the audited financial statements for the year to 31 March 2017, a copy of
which can be found on the Company's website at www.myanmarinvestments.com.
19. Subsequent events
There have been no material subsequent events since the period end.
- Ends -
This information is provided by RNS
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