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Annual Results

15 Sep 2014 07:00

RNS Number : 6111R
Myanmar Investments Intl Ltd
15 September 2014
 



15 September 2014

 

Myanmar Investments International Limited

 

Audited financial results for the period to 31 March 2014

 

Myanmar Investments International Limited ("MIL" or the "Company") an AIM-traded, investment company focussing on investing in Myanmar, today announces its audited financial results for the period to 31 March 2014.

 

Operational highlights

· Opened an office in Yangon

· Established an on the ground team of investment professionals

· Hosted breakfast for President Thein Sein and five of his Cabinet Ministers during his first official visit to London

· Although no investments were concluded during the year under review the Company made its first investment in August 2014

· Established an exciting pipeline of investible opportunities

 

Financial highlights

· Admission costs, excluding rebates, of US$454,726

· Loss since Admission of US$796,972 representing the business start-up costs and overheads of running the business.

· Net asset value as at 31 March 2014 was US$4,647,214, representing US$0.73 per share

· Debt-free balance sheet

· Looking to raise additional capital

 

Aung Htun, MIL's Managing Director commented "In a very short time we have established our presence in Myanmar, not just physically but also in the wider business and regulatory communities.

 

Whilst we might have hoped to achieve more in our first year we are nonetheless pleased with the result given the difficult operating conditions that prevail in Myanmar today. We have kept a very tight rein on overheads and yet have built up an effective team of investment professionals.

 

As a result we have just concluded our first investment and have built up a diverse pipeline of further investment opportunities. We hope to build on this momentum in the months to come."

 

For further information please contact:

Aung Htun

Managing Director

Myanmar Investments International Ltd

+66 81 836 5104

+95 94 0160 0501

aunghtun@myanmarinvestments.com

Michael Dean

Finance Director

Myanmar Investments International Ltd

+65 82 99 98 98

+95 94 2006 4957

mikedean@myanmarinvestments.com

 

Nominated Adviser

Philip Secrett / Melanie Frean/

Jamie Barklem

Grant Thornton UK LLP

+44 20 7383 5100

 

Broker

Nick Naylor/ Chris Crawford

Allenby Capital Limited

+44 20 3328 5656

Copies of the Company's annual report and accounts will be sent to shareholders shortly and will also be available to download from the Company's website www.myanmarinvestments.com.

CHAIRMAN'S LETTER

 

Dear Fellow Shareholder,

 

Following the Company's admission to trading on AIM on 27th June 2013, I am pleased to present Myanmar Investments' inaugural consolidated financial statements for the period ended 31 March 2014.

 

Strategy

 

Myanmar Investments was formed to provide a conduit for investors to participate in the emerging economy of Myanmar, a resource rich country the size of France with oil, gas, minerals, arable land and a long coastline. It is also an ancient kingdom with a long tradition and history evidenced by a number of world renowned historical sites.

 

We believe that as the country opens up after half a century of isolation there will be many investment opportunities as Myanmar catches up with its neighbouring South East Asian countries.

 

The Company's primary investment objective is to generate above average long-term capital appreciation by investing (directly or indirectly) in a diversified portfolio of businesses. While most will be Myanmar companies we may also invest in non-Myanmar companies that have a material exposure to doing business with or in Myanmar.

 

The Company is targeting businesses operating in sectors that the Directors believe have strong growth potential and thereby, when developed, can be expected to provide attractive yields, capital gains or both. In the early stages however most opportunities are likely to be in a growth phase and are not expected to provide dividends.

 

We do not have any sector preferences but instead will focus on businesses that we believe will benefit from Myanmar's re-emergence. Our portfolio will be a mixture of long term "core" holdings as well as some shorter term (3 to 6 years) financial investments.

 

Since admission to AIM a number of steps have been taken by the Company to achieve this goal. These are detailed in the Executive Directors' Report.

 

Country Update

 

During the period since the Company's admission to trading on the AIM market of the London Stock Exchange on 27 June, 2013 ("Admission") Myanmar has continued to open up its economy and undertake the long delayed reforms that are essential for its development. Since the reformist President Thein Sein took office three years ago there have been a series of significant steps to improve the country's economy and political transparency.

 

Some notable corporate moves have included the mobile licence award in late June 2013 to Telenor of Norway and Ooredoo of Qatar following an auction that was praised as having been both competitive and transparent. Ooredoo went live in August and Telenor is expected to do the same shortly.

 

Similarly in March of this year the government awarded exploration rights for 20 offshore oil and gas blocks to a range of foreign companies. Again, the process was deemed to be an open and competitive one with the successful bidders including western oil majors such as Chevron, Shell and Total.

 

As a result of these "investor friendly" moves a significant number of multi-national companies such as GE, Chevron, Caterpillar, Pepsi, Heineken, VISA, MasterCard, British American Tobacco, Ford Motor have all set up businesses in Myanmar.

 

In tandem, foreign banks and insurance companies have set up representative offices in readiness to bid for licenses.

 

Daiwa has also been awarded the contract to start a Stock Exchange in Yangon which is slated to open in late 2015.

 

Following the introduction of the Foreign Investment Law in late 2012 the legal framework for FDI has improved considerably. Further reforms to the Law and to the Company Law are in the offing to further streamline the legal process.

 

Following the decision taken in 2012 by its fellow ASEAN members, Myanmar this year is chairing the ASEAN economic bloc.

 

Coming on the heels of a well-received South East Asian Games in Nay Pyi Taw, the country's capital, in December 2013 Myanmar is clearly being welcomed back into the international community.

 

Financial performance

 

As at 31 March, 2014 the Group had not made any investments. As such, the results for that period represent the costs of Admission and the overheads of running the business.

 

I am pleased to note that the Executive Directors have done an excellent job in keeping our costs to a minimum.

 

Corporate Governance

 

As an AIM quoted company, Myanmar Investment seeks to uphold the fundamental principles of good corporate governance. Our website provides more details on how the Board itself operates as well as steps taken to ensure that its staff also adhere to principles such as compliance with the UK's Anti-Bribery laws.

 

Annual General Meeting

 

This year's Annual General Meeting will be held at the Inwa Room, Level 3, Sule Shangri La Hotel, Yangon, Myanmar on 21 October 2014. Shareholders who cannot attend the Annual General Meeting in person are encouraged to use their proxy votes. Shareholders who hold their shares through CREST are able to lodge their votes electronically.

 

Breakfast briefing with HE President U Thein Sein

 

On 15 June 2013, two weeks after the Company's Admission, the Company was honoured to host a private breakfast meeting for His Excellency President U Thein Sein of the Republic of the Union of Myanmar in London. The breakfast was also attended by five Union Ministers and two deputy Union Ministers. Myanmar Investments invited a cross section of senior representatives of British industry.

 

Outlook

 

Last month the Group acquired a 55% shareholding in Myanmar Finance International Limited. This is a joint venture company formed with Myanmar Finance Company Limited, a highly ranked provider of microfinance loans principally to small-scale business operators in rural and urban areas of Yangon and neighbouring Bago. This is an attractive business in its own right and one that that could also be a platform for significantly expanded retail and SME financial services in the long term. We are delighted to have been able to form this strategic alliance with U Htet Nyi and his well-established management team.

 

Whilst we have made just the one investment so far this does not fully illustrate the progress we have made in our first year in Myanmar and I believe that our progress in our second year will build on the foundation we have established.

 

To this end we will, in accordance with the strategy set out in the Company's Admission document, consider raising additional equity to fund further investments.

 

Lastly I should like to thank the Executive Directors and the staff of the Company for the progress they have made in such a short time and anticipate that the coming financial year will see further milestones achieved. But equally important I should like to express my appreciation to you, the Company's shareholders, for your unwavering support.

 

William Knight

Chairman

 

EXECUTIVE DIRECTORS' REVIEW

 

Dear Shareholders

 

It is our pleasure to provide this first review of the Company's operations.

 

Myanmar

 

Myanmar is a complex country with a long and proud history. It is also a rich and diverse country, both geographically and ethnically. Myanmar will benefit from being strategically located at the crossroad of three large trading blocs; ASEAN, China and India

 

A visitor to Yangon today will find it hard to believe that sanctions were lifted only 2 years ago. At one level there are signs of progress everywhere with bustling shops, new restaurants, difficulties in booking hotel rooms, new cars on the road (and horrendous traffic jams reminiscent of Thailand and Indonesia in the early 90's), billboards advertising the arrival of two new mobile phone carriers, etc. Yet at the same time, but unseen by tourists, the pace of business remains frustratingly arcane. Although the government has successfully promulgated new laws that encourage business, practical implementation is lagging.

 

Poor infrastructure has been a constraint. Power cuts and water shortages, not to mention patchy internet coverage, were regular occurrences. The financial services industry was almost non-existent (two years ago one had to change foreign currency at unofficial rates through agents). Outside Yangon these issues are more pronounced. Only 30% of the country has access to electricity and the roads and rail network need significant upgrades.

 

For the average citizen although they are now seeing tangible results of the democratic changes (freer press, the right to demonstrate etc.) they need, and are hoping to see, a better quality of life in particular in education and healthcare as well as in their daily conveniences such as foodstuffs, financial services and transportation.

 

This is exactly why we are here. We see these obstacles as opportunities. It is the needs of the common man that drives change and we see this demand very clearly. Even in the short time since the opening up, there is a wider range of products on the shop shelves, a proliferation of independent newspapers and periodicals, foreign credit cards can increasingly be used and there are ATM machines where one can even use a foreign visa card to withdraw money.

 

Any diverse country embarking on change will encounter issues both domestic and international and Myanmar is no different. We are mindful of the international audience's perception that Myanmar is not moving fast enough to embrace western values but we also see enlightened leaders grappling with complex issues.

 

We believe that the opening up will continue although the pace and trajectory may not always be smooth or linear. But for the changes to be permanent they must eventually benefit all sections of society.

 

Foreign direct investment is still predominantly into the natural resources, infrastructure related and low end manufacturing sectors. Labour intensive industries are restarting and will provide employment in the short term but limited added value. We believe that many more companies are waiting for the operating environment to improve before investing. This includes at one end better transportation, electricity and water supplies and logistics and at the other end a better quality of life for their foreign employees, especially in terms of housing, schooling and healthcare.

 

Myanmar, albeit from a lower base, is now outperforming its ASEAN peers. According to the IMF in June 2014 Myanmar's economic outlook is favourable with real GDP growth expected to accelerate slightly to 8.50% in fiscal year 2014/2015 from 8.25% in 2013/14 led by rising gas production and investment. However we need to keep an eye on the inflation figure which is stable at around 6%. The current account deficit is being financed through capital inflows and we expect that as the economy expands and more capital goods are required the situation will be exacerbated. The government will need to accelerate export industries as well as tourism.

 

Domestically the fiscal deficit is being kept at 5% of GDP. Better revenue collection is a key priority. Myanmar has limited international reserves but also minimal foreign borrowings (which are mainly from foreign governments and multilateral agencies).

 

Strategy

 

Our vision is to build a diversified portfolio of investments that will benefit from Myanmar's emergence.

 

Broadly, investments will be either "core" or "financial" investments.

 

Core investments will be those operating in sectors that are fundamentally important to the economy and will be held for the long term. These investments will be managed with the view to generating dividends and where appropriate encouraged to list on a stock exchange. The Company will generally expect to continue to hold such investments for a further period of time.

 

Financial investments will be managed with the view to an exit, typically, within 5 to 7 years.

 

In both categories we may acquire minority or majority shareholdings and the investments could range from start-up, expansion capital financing to buyouts.

 

In essence our strategy is to build net asset value as well as to generate dividends when it becomes commercially appropriate. Over time this should allow us to generate an attractive total return to shareholders.

 

However, this will take time to build. At the time of this report we will have just announced our first investment. While we believe this to be an attractive long term investment, it is not necessarily representative of how future investments will be made both in terms of size, structure or industry.

 

The directors are also considering, once it becomes appropriate, establishing a corporate finance advisory subsidiary of the Company to take advantage of opportunities that arise from the Company's investment activities. This would include advising a) local companies on fund raisings as well as b) both local and foreign companies on M&A opportunities. Such a subsidiary would derive fee income for the Group and also enable the Group to take advantage of synergies between its core investment business and its advisory business.

 

Operations Review

 

Since Admission the Company has moved to quickly implement its investment policy.

 

In August 2013 month we opened our office in Yangon and were joined by Tham Chee Chung as our Yangon resident investment director.

 

Since then we hired additional Myanmar professional staff with a diverse range of backgrounds, some from within Yangon and others who wanted to return to Myanmar to participate in the country's opening up.

 

We have built on the relationships that we had already established before Admission and have expanded our contacts both in the local and expatriate community as well as within Government and the regulators.

 

Since the year end we have made our first investment in Myanmar. On 26 August, 2014 the Company's wholly owned subsidiary, Myanmar Investments Limited ("Myanmar Investments"), signed a joint venture agreement (the "JVA") with Myanmar Finance Company Limited ("MFC"), a highly ranked provider of microfinance loans principally to small-scale business operators in rural and urban areas of Yangon and neighbouring Bago in Myanmar.

 

The Directors believe the new joint venture, called Myanmar Finance International Ltd. ("MFIL"), to be the first foreign microfinance joint venture in Myanmar. MFIL has both a lending and deposit taking licence, issued by the Myanmar government.

 

Under the terms of the JVA, MFC injected its existing microfinance business into MFIL, which is jointly managed by the two partners. Myanmar Investments and MFC agreed to an initial phased contribution of US$4.8 million in capital (Myanmar Investments' total contribution being US$2.75 million) with Myanmar Investments owning 55 per cent. of the new company and MFC holding the remaining 45 per cent.

 

MFIL has taken over the branches in Yangon and Bago and has plans to roll out branches in other cities as well introduce additional financial products. In the long term the vision is to create a retail financial services platform.

 

The Directors believe that a well-run microfinance business in a well-regulated environment represents a socially responsible investment as well as an attractive commercial opportunity as has been demonstrated elsewhere in Southeast Asia where strong microfinance companies become consumer banks

 

Following the investment in MFIL the Company has substantially implemented its investing policy in accordance with Rule 8 of the AIM Rules for Companies.

 

Financial Review

 

As at 31 March 2014 the Company had liquid net assets of US$4,615,189 which is sufficient to cover its working capital needs for the next 12 months and enable it to make the investment in MFIL.

 

At Admission, the Company's net asset value, after commissions but before other Admission expenses, was US$5,898,912 or US$0.93 per share.

 

The other costs of the Admission reduced this to US$5,444,186 or US$0.86 per share.

 

As previously announced, net asset value as at 30 September 2013 was US$5,227,468, representing US$0.82 per share and the reduction represented the running costs in the period from Admission to 30 September 2013.

 

Net asset value as at 31 March 2014 was US$4,647,214, representing US$0.73 per share, a 14.6% decrease from the net asset value post Admission and represents the running costs for the period since Admission. Barring unforeseen circumstances, other than the planned compensation adjustment for the Executive Directors (See Note 21 to the Accounts), the Directors do not expect the level of running costs to fluctuate significantly in the foreseeable future.

 

Based on the above we do not recommend payment of a dividend at this time.

 

Outlook

 

Over the last year we have seen over 60 investment opportunities in a diverse range of sectors and sizes. Within this process we have made significant progress in our ability to analyse and assess investment opportunities and deal structures in the context of what is presently realistically achievable within Myanmar today. We have an exciting pipeline of investment opportunities at present and this includes opportunities where we are in negotiations and evaluating investments in telecom infrastructure, IT services, equipment rental and education.

 

As stated in our announcement on 26 August, 2014, as a result of having made the investment in MFIL we will be looking to raise additional equity to fund further investments in line with the Company's investing policy described in its Admission document.

 

 

Aung Htun

Michael Dean

Managing Director

Finance Director

 

 

The accompanying notes form an integral part of these consolidated financial statements.

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE FINANCIAL PERIOD FROM 17 MAY 2013 (DATE OF INCORPORATION) TO 31 MARCH 2014

 

Note

Period from

17 May 2013

to

31 March 2014

US$

Revenue

-

Other item of income

Interest income

3,413

Items of expense

Employee benefits expense

4

(395,686)

Depreciation expense

9

(3,595)

Other operating expenses

(462,824)

Finance costs

5

(8,196)

Loss before income tax

6

(866,888)

Income tax expense

7

-

Loss for the financial period, representing

total comprehensive income for the financial period

(866,888)

Loss per share (cents)

- Basic and diluted

8

(15.26)

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2014

 

 

Note

2014

US$

ASSETS

Non-current assets

Plant and equipment

9

32,025

Current assets

Other receivables

11

99,235

Cash and bank balances

12

4,579,666

 

4,678,901

 

Total assets

4,710,926

EQUITY AND LIABILITIES

Equity

Share capital

13

5,439,353

Share option reserve

14

74,749

Accumulated losses

(866,888)

Total equity

4,647,214

LIABILITIES

Current liability

Other payables

15

63,712

Total equity and liabilities

4,710,926

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE FINANCIAL PERIOD FROM 17 MAY 2013 (DATE OF INCORPORATION) TO 31 MARCH 2014

 

 

Note

Sharecapital

Share optionreserve

Accumulated

losses

Total

US$

US$

US$

US$

Issue of 1 subscriber's shares at 17 May 2013 (date of incorporation)

-*

-

-

-*

Loss for the financial period

-

-

(866,888)

(866,888)

Total comprehensive incomefor the financial period

-

-

(866,888)

(866,888)

Contributions by and distributions to owners

Issue of shares

13

6,184,793

-

-

6,184,793

Share issue expenses

13

(745,440)

-

-

(745,440)

Total contributions by and distributions to owners

5,439,353

-

-

5,439,353

Others

Grant of share options to employees

14

-

74,749

-

74,749

Total others

-

74,749

-

74,749

At 31 March 2014

5,439,353

74,749

(866,888)

4,647,214

 

* Share capital at date of incorporation is US$0.10.

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE FINANCIAL PERIOD FROM 17 MAY 2013 (DATE OF INCORPORATION) TO 31 MARCH 2014

 

 

Period from

17 May 2013

 to

31 March 2014

US$

Operating activities

Loss before income tax

(866,888)

Adjustments for:

Interest income

(3,413)

Depreciation of plant and equipment

3,595

Share-based payment expense

74,749

Operating cash flows before working capital changes

(791,957)

Changes in working capital:

Increase in other receivables

(99,235)

Decrease in other payables

63,712

Cash used in operations

(827,480)

Interest received

3,413

Net cash flows used in operating activities

(824,067)

Investing activity

Purchase of plant and equipment, representing cash flows used in investing activity

(35,620)

Financing activities

Net proceeds from issuance of shares, representing cash flows from financing activity

5,439,353

Net change in cash and bank balances, representing cash and bank balances at end of financial period

4,579,666

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FINANCIAL PERIOD FROM 17 MAY 2013 (DATE OF INCORPORATION) TO 31 MARCH 2014

 

These notes form an integral part of and should be read in conjunction with the consolidated financial statements.

 

1. General corporate information

 

Myanmar Investments International Limited ("the Company") is a limited liability company incorporated on 17 May 2013 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 can raise additional capital as described in Note 13 to the consolidated financial statements.

 

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 10 to the consolidated financial statements.

 

The consolidated financial statements of the Company and its subsidiaries (the "Group") for the financial period from 17 May 2013 (date of incorporation) to 31 March 2014 were approved by the Board of Directors on 13 September, 2014.

 

1.1 Going concern

 

After due and careful enquiries, the Directors have a reasonable expectation that the Company has adequate financial resources to continue in operational existence for the foreseeable future.

 

Accordingly, the Directors have adopted the going concern basis in preparing the consolidated financial statements.

 

2. Summary of significant accounting policies

 

2.1 Basis of preparation of the consolidated financial statements

 

The consolidated financial statements, which are expressed in United States dollars, have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") which comprise standards and interpretations approved by IASB and International Financial Reporting Interpretations Committee ("IFRIC").

 

The consolidated financial statements have been prepared on an historical cost basis, except as disclosed in the accounting policies below.

 

For the purpose of IFRS 8 Operating Segments, the Group has only one segment, being "Investments". No further operating segment financial information is therefore disclosed.

 

The preparation of the consolidated financial statements in conformity with IFRSs requires the management to exercise judgement in the process of applying the Group's and the Company's accounting policies and requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the end of the reporting period, and the reported amounts of revenue and expenses during the financial year. Although these estimates are based on the management's best knowledge of historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances, actual results may ultimately differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.

 

In the current financial period, the Group has adopted all the new and revised IFRS and interpretations that are relevant to its operations and effective for the current financial period. The adoption of these new/revised FRS and interpretations did not result in any substantial changes to the Group's accounting policies and has no material effect on the amounts reported for the current period.

 

Revisions to accounting estimates are recognised in the financial year in which the estimate is revised if the revision affects only that financial year, or in the financial year of the revision and future financial years if the revision affects both current and future financial years.

 

Critical accounting judgements and key sources of estimation uncertainty used that are significant to the consolidated financial statements are disclosed in Note 3 to the consolidated financial statements.

 

New or amended standards and interpretations that have been issued but are not yet effective

 

The Group has not early adopted the following new or amended IFRSs that have been issued but are not yet effective:

 

IFRS 9

Financial Instruments 7

IFRS 7, IFRS 9 and IAS 39 (Amendments)

Hedge Accounting 7

IFRS 10, IFRS 12 and IAS 27 (Amendments)

Investment Entities 1

IFRS 11 (Amendments)

Accounting for Acquisitions of Interests in Joint Operations 5

IFRS 14

Regulatory Deferral Accounts 5

IFRS 15

Revenue from Contracts with Customers 6

IAS 16 (Amendments)

Clarification of Acceptable Methods of Depreciation and Amortisation 5

IAS 19 (Amendments)

Defined Benefit Plans: Employee Contributions 2

IAS 32 (Amendments)

Presentation - Offsetting Financial Assets and Financial Liabilities 1

IAS 36 (Amendments)

Recoverable Amount Disclosures for Non-financial Assets 1

IAS 38 (Amendments)

Clarification of Acceptable Methods of Depreciation and Amortisation 5

IAS 39 (Amendments)

Novation of Derivatives and Continuation of Hedge Accounting 1

IFRIC 21

Levies 1

Improvements to IFRSs

Annual Improvements 2010-2012 Cycle 3

Improvements to IFRSs

Annual Improvements 2011-2013 Cycle 2

 

1 Effective for annual periods beginning on or after 1 January 2014

2 Effective for annual periods beginning on or after 1 July 2014

3 Effective for annual periods beginning, or transactions occurring, on or after 1 July 2014

4 Effective for annual periods beginning on or after 1 January 2015

5 Effective for annual periods beginning on or after 1 January 2016

6 Effective for annual periods beginning on or after 1 January 2017

7 Effective for annual periods beginning on or after 1 January 2018

 

The Directors have considered the above and are of the opinion that the above Standards and Interpretations will have no material impact on the Group's consolidated financial statements, except as discussed below.

 

IFRS 10, IFRS 12 and IAS 27 (Amendments) - Investment Entities

 

The amendments apply to a particular class of businesses that qualify as investment entities. An investment entity's business purpose is to invest funds solely for returns from capital appreciation, investment income or both. It evaluates the performance of its investments on a fair value basis. Investment entities could include private equity organisations, venture capital organisations, pension funds and investment funds.

 

The amendments provide an exception to the consolidation requirements in IFRS 10 Consolidated Financial Statements and require investment entities to measure particular subsidiaries at fair value through profit or loss rather than to consolidate them. The amendments also set out the disclosure requirements for investment entities. The amendments are applied retrospectively subject to certain transitional provisions.

 

IFRS 15 - Revenue from Contracts with Customers

 

IFRS 15 establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The core principle is that a company should recognise revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The amendments are applied retrospectively subject to certain transitional provisions.

 

The Group is in the process of making an assessment of the potential impact of these new or amended IFRSs.

 

2.2 Basis of consolidation

 

Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

 

De-facto control exists in situations where the Company has the practical ability to direct the relevant activities of the investee without holding the majority of the voting rights. In determining whether de-facto control exists the Company considers all relevant facts and circumstances, including:

 

- The size of the Company's voting rights relative to both the size and dispersion of other parties who hold voting rights

- Substantive potential voting rights held by the Company and by other parties

- Other contractual arrangements

- Historic patterns in voting attendance.

 

The consolidated financial statements present the results of the Company and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

 

Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the parent.

 

When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred directly to accumulated profits) in the same manner as would be required if the relevant assets or liabilities were disposed of. The fair value of any investments retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39 Financial Instruments: Recognition and Measurement or, when applicable, the cost on initial recognition of an investment in an associate or jointly controlled entity.

 

Acquisition under common control

 

Business combination arising from transfers of interest in entities that are under common control are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established. For this purpose, comparatives are restated. The assets and liabilities acquired are recognised at the carrying amounts recognised previously in the Group's controlling shareholder's financial statements. The components of equity of the acquired entities are added to the same components within the Group equity. Any difference between the cash paid for the acquisition and share capital of acquiree is recognised directly to equity.

 

2.3 Subsidiaries

 

A subsidiary is any entity over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.

 

Inter-company transactions, balances, income and expenses between group companies are eliminated.

 

Accounting policies of subsidiaries are changed where necessary to ensure consistency with the policies adopted by the Group.

 

2.4 Revenue recognition

 

Interest income

 

Interest income is recognised on an accrual basis using the effective interest rate ("EIR") method. EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability.

 

2.5 Foreign currency translation

 

Transactions in currencies other than US dollars, which is the functional currency of all of the respective Group entities, are recorded at the rate of exchange prevailing on the date of the transactions.

 

At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rate prevailing at the end of the reporting period.

 

Non-monetary items carried at fair value which are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Foreign exchange gains and losses arising on the settlement of monetary items, and on the retranslation of monetary items, are included in net profit or loss for the period, except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity in which cases, the exchange differences are also recognised directly in equity.

 

2.6 Income tax

 

Income tax expense represents the sum of the tax currently payable and deferred tax.

 

The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in profit or loss if it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the end of the financial year.

 

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method.

 

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets, if any, is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

 

Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset is realised. Deferred tax is charged or credited in profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

 

2.7 Plant and equipment

 

Plant and equipment are all stated at cost less accumulated depreciation and any impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the items.

 

The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditure incurred after the plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to profit or loss in the period in which it is incurred. In situations where it can be clearly demonstrated that the expenditure has results in an increase in the future economic benefits expected to be obtained from the use of the plant and equipment, the expenditure is capitalised as an additional cost of that asset.

 

Disposals

 

The gain or loss arising from disposal of an asset is determined as the difference between thesales proceeds and the carrying amount of the asset and is recognised in profit or loss.

 

Depreciation

 

Depreciation is provided to write off the cost of plant and equipment, using the straight line method, over their useful lives. The principal annual rates are as follows:

 

Years

Office equipment

3

Computer equipment

3

Furniture and fittings

3

 

The residual values, useful lives and depreciation method are reviewed at each financial year-end to ensure that the residual values, period of depreciation and depreciation method are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of plant and equipment.

 

Fully depreciated assets still in use are retained in the consolidated financial statements.

 

2.8 Impairment of non-financial assets

 

The carrying amounts of non-financial assets are reviewed at the end of each reporting period to determine whether there is any indication of impairment loss and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If any such indication exists, or when annual impairment testing for an asset is required, the asset's recoverable amount is estimated.

 

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are independent from other assets and groups of assets.

 

Impairment loss is recognised in profit or loss, unless it reverses a previous revaluation, credited to other comprehensive income, in which case it is charged to other comprehensive income up to the amount of any previous revaluation.

 

The recoverable amount of an asset or cash-generating unit is the higher of a) its fair value less costs to sell and b) its value in use. Recoverable amount is determined for individual assets, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. If this is the case, the recoverable amount is determined for the cash-generating unit to which the assets belong. The fair value less costs to sell is the amount obtainable from the sale of an asset or cash-generating unit in an arm's length transaction between knowledgeable, willing parties, less costs of disposal. Value in use is the present value of estimated future cash flows expected to be derived from the continuing use of an asset and from its disposal at the end of its useful life, discounted at pre-tax rate that reflects current market assessment of the time value of money and the risks specific to the asset or cash-generating unit for which the future cash flow estimates have not been adjusted.

 

An assessment is made at the end of each reporting period as to whether there is any indication that an impairment loss recognised in prior periods for an asset may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. An impairment loss recognised in prior periods is reversed only if there has been a change in the estimates used to determine the recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount.

 

An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss has been recognised. Reversals of impairment loss are recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal in excess of impairment loss recognised in profit or loss in prior periods is treated as a revaluation increase. After such a reversal, the depreciation or amortisation is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

 

2.9 Financial assets

 

The Group classifies its financial assets as loans and receivables. The classification depends on the purpose of which the assets are acquired. The management determines the classification of the financial assets at initial recognition and re-evaluates this designation at the end of the reporting period, where allowed and appropriate.

 

(i) Loans and receivables

 

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are classified within "Other receivables (excluding prepayments)" and "Cash and bank balances" on the consolidated statement of financial position.

 

Recognition and derecognition

 

Financial assets are recognised on the statements of financial position when, and only when, the Group becomes parties to the contractual provisions of the financial instruments.

 

Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset.

 

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.

 

On derecognition of a financial asset, the difference between the carrying amount and the net consideration proceeds is recognised in profit or loss.

 

Initial and subsequent measurement

 

Financial assets are initially recognised at fair value plus directly attributable transaction costs.

 

After initial recognition, loans and receivables are carried at amortised cost using the effective interest method, less impairment loss, if any.

 

The effective interest method is a method of calculating the amortised cost of a financial instrument and allocating the interest income or expense over the relevant period. The effective interest rate exactly discounts estimated future cash receipts or payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial instrument, or where appropriate, a shorter period, to the net carrying amount of the financial instrument. Income and expense are recognised on an effective interest basis for debt instruments other than those financial instruments at fair value through profit or loss.

 

Impairment

 

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired.

 

(i) Loans and receivables

 

An allowance for impairment loss of loans and receivables is recognised when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of allowance is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. The amount of the loss is recognised in profit or loss.

 

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed either directly or by adjusting an allowance account. Any subsequent reversal of an impairment loss is recognised in profit or loss, to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date.

 

2.10 Financial liabilities

 

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.

 

Financial liabilities are classified as at fair value through profit or loss if the financial liability is either held for trading or it is designated as such upon initial recognition. The Group has not designated any financial liabilities as at fair value through profit or loss upon initial recognition.

 

The accounting policies adopted for other financial liabilities are set out below:

 

(i) Other payables

 

Other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method.

 

Recognition and derecognition

 

Financial liabilities are recognised on the consolidated statement of financial position when, and only when, the Group becomes parties to the contractual provisions of the financial instruments.

 

Financial liabilities are derecognised when the contractual obligation has been discharged or cancelled or expired. On derecognition of a financial liability, the difference between the carrying amount and the consideration paid is recognised in profit or loss.

 

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

 

2.11 Offsetting of financial instruments

 

Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

 

2.12 Cash and cash equivalents

 

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts.

 

2.13 Equity instruments

 

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

 

Ordinary shares are classified as equity and recognised at the fair value of the consideration received.

 

Incremental costs directly attributable to the issuance of new equity instruments are shown in equity as a deduction from the proceeds.

 

2.14 Share-based payments

 

Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the consolidated statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.

 

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the consolidated statement of comprehensive income over the remaining vesting period.

 

Where equity instruments are granted to persons other than employees, the consolidated statement of comprehensive income is charged with the fair value of goods and services received.

 

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and is designated as a replacement award on the date that is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. All cancellation of equity-settled transaction awards are treated equally.

 

The diluted effect of outstanding options is reflected as additional share dilution in the computation of loss per share.

 

Fair value is measured using the Black-Scholes option pricing model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

 

2.15 Operating leases

 

When the Group is the lessee of operating leases

 

Leases of assets in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are recognised in profit or loss on a straight-line basis over the period of the lease.

 

When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the financial year in which termination takes place.

 

2.16 Provisions

 

Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the financial year, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

 

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

 

Changes in the estimated timing or amount of the expenditure or discount rate are recognised in profit or loss when the changes arise.

 

2.17 Contingent liabilities

 

A contingent liability is:

 

(a) a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group; or

 

(b) a present obligation that arises from past events but is not recognised because:

 

(i) it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or

 

(ii) the amount of the obligation cannot be measured with sufficient reliability.

 

Contingent liabilities are not recognised on the consolidated statement of financial position of the Group.

 

3. Significant accounting judgements and estimates

 

The preparation of the Group's consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures, and the disclosure of contingent liabilities at the reporting date. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future periods.

 

3.1 Judgements made in applying accounting policies

 

In the process of applying the Group's accounting policies, management has made the following judgements which have the most significant effect on the amounts recognised in the consolidated financial statements:

 

(i) Impairment of investment in subsidiaries

 

The Group follows the guidance of IAS 36 on determining whether an investment in subsidiary is impaired. This determination requires significant judgement. The Group evaluates, among other factors, the duration and extent to which the fair value of an investment in subsidiary is less than its cost and the financial health of and near-term business outlook for the investment, including factors such as industry and sector performance, changes in technology and operational and financing cash flows.

 

(ii) Determination of functional currency

 

The Group measures foreign currency transactions in the functional currency of the Company. In determining the functional currency of the entities within Group, judgement is required to determine the currency that mainly influences sales price for services and of the country whose competitive forces and regulations mainly determines the sales prices of its services. The functional currency of the entities within Group is determined based on management's assessment of the economic environment in which the Group operates and its process of determining sales price.

 

3.2 Key sources of estimation uncertainty

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

 

Employee share option plan

 

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and model for estimating fair value for share-based payment transactions are set out in Note 14 to the consolidated financial statements.

 

4. Employee benefits expense

 

Period from

17 May 2013 to 31 March 2014

US$

Salaries, wages, bonuses and other staff benefits

320,937

Share option expenses

74,749

395,686

 

The employee benefits expense includes the remuneration of Directors as disclosed in Note 16 to the consolidated financial statements.

 

5. Finance costs

 

Finance costs represent bank charges for the financial period.

 

6. 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:

 

Period from

17 May 2013 to

31 March 2014

US$

Auditor's remuneration

30,914

Directors' fee

60,875

Foreign exchange loss, net

8,746

Operating lease expenses

70,573

Professional fees

76,325

Travel and accommodation

86,015

 

7. Income tax

 

As the Group has not derived any taxable income during the financial period, no tax provision has been made.

 

A reconciliation of income tax applicable to loss before income tax at the statutory income tax rateof 25% in Myanmar is as follows:

 

Period from

17 May 2013 to 31 March 2014

US$

Loss before income tax

(866,888)

Income tax at the applicable tax rates

(216,722)

Effects of different income tax rates in other countries

(751)

Expenses not deductible for tax purposes

217,473

Income tax for the financial period

-

 

8. 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:

 

2014

Loss for the financial year attributable to owners of the Company (US$)

(866,888)

Weighted average number of ordinary shares during the financial period applicable to basic loss per share

5,682,268

Loss per share

Basic and diluted (cents)

(15.26)

 

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.

 

 

9. Plant and equipment 

 

Computer equipment

Office equipment

Furniture and fittings

Total

US$

US$

US$

US$

Group

Cost

Balance at date of incorporation

-

-

-

-

Additions

6,405

1,418

27,797

35,620

Balance at end of financial period

6,405

1,418

27,797

35,620

Accumulated depreciation

Balance at date of incorporation

-

-

-

-

Depreciation for the financial period

566

158

2,871

3,595

Balance at end of financial period

566

158

2,871

3,595

Carrying amount

Balance at end of financial period

5,839

1,260

24,926

32,025

 

10. 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 activities

Proportion ofownership interest

2014

%

Myanmar Investments Limited (1)(3)

Singapore

Investment holding company

100

MIL Management Pte. Ltd. (1)(4)

Singapore

Provision of management services to the Group

100

Held by MIL Management Pte. Ltd.

MIL Management Co., Ltd(2)

Myanmar

Provision of management services to the Group

100

 

(1) Audited by BDO LLP, Singapore

(2) Audited by JF Group Audit Firm, Yangon, Myanmar

(3) This company was incorporated on 1 March 2013 and was owned by the Directors before it was transferred to the Company on 28 May 2013.

(4) This company was incorporated on 8 November 2012 as Myanmar Investments Pte Limited and was owned by two Directors, Anthony Michael Dean and Craig Robert Martin. It was transferred to Myanmar Investments Limited on 13 May 2013. It changed its name to Myanmar Investments (Singapore) Pte Limited on 20 May 2013. It subsequently changed its name to MIL Management Pte Ltd on 19 August 2013.

 

Incorporation of a subsidiary by MIL Management Pte. Ltd.

 

On 21 October2013, MIL Management Pte. Ltd. incorporated a wholly-owned subsidiary in Myanmar, MIL Management Co., Ltd, for a cash consideration amounting to US$50,000.

 

11. Other receivables

 

2014

US$

Other receivables

4,683

Deposits

17,096

Prepayments

77,456

99,235

 

Other receivables are denominated in the following currencies:

 

2014

US$

United States dollar

82,801

Myanmar kyat

16,434

99,235

 

12. Cash and bank balances

 

Cash and bank balances are denominated in the following currencies:

 

2014

US$

United States dollar

4,461,003

Singapore dollar

109,789

Myanmar kyat

8,874

4,579,666

 

13. Share capital

 

2014

US$

Issued and fully-paid share capital:

1 ordinary share at the date of incorporation

-*

Issuance of 6,342,618 ordinary shares during the financial period

6,184,793

Share issuance expenses

(745,440)

5,439,353

 

* Share capital at date of incorporation is US$0.10.

 

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.

 

All ordinary shares rank equally with regard to the Company's residual assets except for 500,000 ordinary shares held by the Directors that were subscribed for prior to the Company's Admission to the AIM market of the London Stock Exchange at US$0.10 per share (the "Founders Shares") on 17 May 2013. In recognition of the difference between the subscription price paid for these Founder Shares and the Issue Price paid for the other shares issued at the time of Admission, the Founders had agreed that should the Company be liquidated following a vote of its shareholders as a result of the Company being unable to substantially implement its Investing Policy then the Founders shall return a sum equal to 90 percent of the amount otherwise receivable by each of them in respect of the Founders Shares and shall work with the Company's liquidator to distribute such monies amongst the remainder of the Shareholders in proportion to their shareholdings. In the event that any part of such monies cannot be so distributed within six months of completion of a liquidation then the net amount remaining will be donated to one or more children's charities in Myanmar.

 

On 21 May 2013, the Memorandum of Association of the Company was amended to allow the issue of an unlimited number of Ordinary Shares.

 

On 28 May 2013, the Company allotted 499,999 ordinary shares to the Directors as Founder Shares at an effective subscription price of US$0.10 each.

 

On 21 June 2013, the Company allotted 5,842,619 Ordinary Shares pursuant to the Placing and Subscription undertaken as part of the Admission.

 

All the 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 except as otherwise described above.

 

Warrants

 

On 21 June 2013, the Company allotted 5,842,619 Warrants pursuant to the Placing and Subscription undertaken as part of the Admission. The Company had agreed that for every Ordinary Share subscribed for by a Subscriber or a Placee, such Subscriber or Placee 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 at any time from 21 June 2015 to the fifth anniversary of the date of the Warrant Instrument, being 21 June 2018.

 

All Warrants have been admitted to trading on AIM under the ticker MILW.

 

As at 31 March 2014, the outstanding number of Warrants is 5,842,619.

 

14. Share option reserve

 

Details of the Share Option Plan (the "Plan")

 

As at 31 March 2014, there were 584,261 share options available for issue of which 435,000 have been granted. These share options have an exercise price of US$1.10 per share.

 

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.

 

The following share-based payment arrangement were in existence during the current financial period:

 

Option series

Number of share options

Grant date

Expiry date

Exercise price

(USD)

Fair value at grant date

 

27 June 2013

410,000

27 June 2013

26 June 2023

1.10

153,487

9 December 2013

25,000

9 December 2013

8 December 2023

1.10

19,015

 

Share options that are allocated to a Participant will be 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 period

 

The weighted average fair value of the share options granted during the financial period is US$0.397. 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:

 

Option series

27 June

2013

9 December 2013

Grant date share price (US$)

1.05

1.50

Exercise price (US$)

1.10

1.10

Expected volatility

22.88%

22.88%

Option life

10 years

10 years

Risk-free annual interest rates

2.46%

2.82%

 

The Group recognised total expenses of US$74,749 related to equity-settled share-based payment transactions during the financial period.

 

Movement in share option during the financial period

 

The following reconciles the share options outstanding at the date of incorporation and at the end of the financial period.

 

2014

2014

Number

Weighted average exercise price

US$

Balance at date of incorporation

-

-

Granted

435,000

1.10

Balance at end of financial period

435,000

1.10

 

No share options were exercised during the financial period.

 

Share option outstanding at the end of the financial period

 

The share options outstanding at the end of financial period had a weighted average exercise price of US$1.10 and a weighted average contractual life of 9.27 years.

 

15. Other payables

 

2014

US$

Accruals

63,712

 

Other payables are denominated in the following currencies:

 

2014

US$

Singapore dollar

43,587

United States dollar

7,716

British pound

6,595

Myanmar kyat

5,814

63,712

 

16. 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 period from 17 May 2013 (date of incorporation) to 31 March 2014, 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 period from 17 May 2013 (date of incorporation) to 31 March 2014 are as follows:

 

Directors'

fee

Short term

employee

benefits

Share option

plan

US$

US$

US$

Executive directors

Maung Aung Htun

-

75,982

31,251

Anthony Michael Dean

-

56,986

24,307

Independent non-executive directors

Christopher William Knight

22,829

-

3,472

Craig Robert Martin

19,023

-

5,209

Christopher David Appleton

19,023

-

6,945

60,875

132,968

71,184

 

17. Commitments

 

Operating lease commitments - as lessee

 

The Group leases the Yangon office and accommodation for Directorsunder non-cancellable operating leases. The operating lease commitments are based on rental rates as specified in the lease agreements. The Group has the options 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 (excluding prepayment) at the reporting date are as follows:

 

2014

US$

Within one financial year

13,906

After one financial year but within five financial years

30,625

44,531

 

18. Dividends

 

The Directors of the Company do not recommend any dividend in respect of the financial period from 17 May 2013 (date of incorporation) to 31 March 2014.

 

19. Financial risk management objectives and policies

 

The Group has risk management policies that systematically view the risks that could prevent it from achieving its objectives. These policies are intended to manage risks identified in such a way that opportunities to deliver the Group's objectives are achieved. The Group's risk management takes place in the context of day-to-day operations and normal business processes such as strategic and business planning. The Directors have identified each risk and are responsible for coordinating and continuously improving risk strategies, processes and measures in accordance with the Group's established business objectives.

 

The Group's principal financial instruments consist of other receivables, cash and bank balances and other payables. The main risks arising from the Company's financial instruments and the policies for managing each of these risks are summarised below.

 

19.1 Credit risk

 

Credit risk is the risk of loss associated with the counterparty's inability to fulfil its obligations. The Group's credit risk is primarily attributable to other receivables and cash and bank balances with the maximum exposure being the reported balance in the consolidated statement of financial position. The Group has a nominal level of debtors and as such the Company believes that the credit risk to these is minimal. The Group holds available cash with licensed banks which have a strong history. The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.

 

19.2 Market risks

 

Foreign currency risks

 

The Group incurs foreign currency risk on transactions and balances that are denominated in currencies other than its functional currency, the United States dollar.The currencies giving rise to this risk are the Singaporedollar and Myanmar kyat. Exposure to foreign currency risk is monitored on an on-going basis to ensure that the net exposure is at an acceptable level.

 

The Group monitors its foreign currency exchange risks closely and maintains funds in various currencies to minimise currency exposure.  Currency translation risk arises when commercial transactions, recognised assets and liabilities and net investment in foreign operations are denominated in the currency that is not the entity's functional currency.

 

The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period were as follows:

 

Assets

Liabilities

2014

2014

US$

US$

United States dollar

4,543,804

7,716

Singapore dollar

109,789

43,587

Myanmar kyat

25,308

5,814

British pound

-

6,595

4,678,901

63,712

 

Foreign currency sensitivity analysis

 

No sensitivity test was performed as the exposure to foreign currency risk is not significant to the consolidated financial statements.

 

Interest rate risk

 

The Group does not have any significant exposure to interest rate risk as the Group does not have any significant interest bearing liabilitiesand its interest earning assets are producing relatively low yields.

 

19.3 Liquidity risk

 

The Group is exposed to liquidity risk to the extent that it holds investments that it may not be able to sell quickly at close to fair value.

 

The risk is managed by the Group by means of cash flow planning to ensure that future cash requirements are anticipated and, where financial instruments have to be sold to meet these requirements, the process is carried out in a controlled manner intended to minimise the liquidity risk involved.

 

As at 31 March 2014, the Group's principal financial instruments consist mainly of cash and bank balances. As such the investments are highly liquid and capable of being realised at their fair value.

 

19.4 Fair value of financial assets and financial liabilities

 

The carrying amounts of the Group's current financial assets and financial liabilities approximate their respective fair values due to the short term maturity of these financial instruments.

 

19.5 Capital management

 

The Group manages its capital to ensure that the Group is able to continue as going concern and to maintain an optimal capital structure so as to maximise shareholders' value.

 

The management constantly reviews the capital structure to ensure the Group is able to service any debt obligations based on its operating cash flows. At present the Group has taken on no debt obligations, other than other payables, and therefore has no difficulties in settling its debts as they fall due.

 

Rule 8 of the AIM Rules for Companies, requires that within eighteen months from the date of admission to the AIM market of the London Stock Exchange the Company is required to have "substantially implemented its Investment Policy".

 

By virtue of the investment in Myanmar Finance International Ltd. as described in more detail in Note 21, the Company has substantially implemented its investing policy in accordance with Rule 8 of the AIM Rules for Companies.

 

The Group does not have any externally imposed capital requirements for the financial period ended 31 March 2014.

 

20. Contingent liabilities

 

The service contracts for the two executive directors, Maung Aung Htun and Anthony Michael Dean, both provide that 50 percent of their salary is to be deferred until either the Company has substantially implemented its investing policy or the Shareholders agree to extend the period for implementing the investment policy. If neither of these events occurs, their entitlement to this deferred element will lapse without any compensation.

 

As at 31 March 2014, this deferred compensation amounting to US$132,968 has not been included in the results for the financial period. However, by virtue of the investment in Myanmar Finance International Ltd., as described in more detail in Note 21, the Company fulfilled this requirement and as such the Company will recognise this liability in the financial year to 31 March 2015.

 

As part of the Admission process, certain of the Company's professional advisers agreed to defer receipt of fees amounting to US$179,903. This is only payable at the earlier of a secondary fundraising or the passing of a shareholder vote to continue the Company's business should the "substantially invested" requirement of the AIM market not be met within the time frame so specified. In the event that these events do not occur then the obligation to make such payments will lapse. As such they have not been included in the results for the period.

 

21. Subsequent event review

 

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") by 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 phased contribution of US$4.8 million in capital (MIL's share being US$2.75 million) with MIL owning 55 per cent of the new company and MFC holding the remaining 45 per cent.

 

MFC is a well-established provider of microfinance loans to small-scale business operators in rural and urban areas of Yangon and neighbouring Bago. It is believed to be the first foreign microfinance joint venture in Myanmar.

 

Following this investment, the Company has fulfilled the requirement to have "substantially implemented its Investment Policy" in accordance with Rule 8 of the AIM Rules for Companies within the stipulated eighteen months from the date of admission to the AIM market of the London Stock Exchange. As a consequence of this:

 

· the contingent liabilities with respect to its Executive Directors (as described in more detail in Note 20) have crystallised and will be recognised and settled in the financial year to 31 March, 2015; and

· the remuneration committee will assess the levels of compensation that should be paid to the Executive Directors to ensure they reflect the prevailing market rate for an executive in a similar or related sector.

 

22. Comparative figures

 

There are no comparative figures as this is the first set of consolidated financial statements prepared since the date of incorporation of the Company on 17 May 2013.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR SFESSIFLSELU
Date   Source Headline
12th Dec 20237:00 amRNSCancellation - Myanmar Investments Intl Limited
1st Dec 202311:38 amRNSResult of General Meeting
9th Nov 20237:00 amRNSProposed Cancellation & Notice of General Meeting
31st Aug 20237:00 amRNSUpdate on the Sale of MFIL
4th Aug 202310:59 amRNSResult of AGM
28th Jun 20239:00 amRNSPublication of Annual Report and Notice of AGM
12th Jun 20237:00 amRNSFinancial Report for the period to 31 March 2023
29th Dec 20227:00 amRNSHalf-year Report
19th Dec 20224:40 pmRNSSecond Price Monitoring Extn
19th Dec 20224:35 pmRNSPrice Monitoring Extension
2nd Dec 20229:05 amRNSSecond Price Monitoring Extn
2nd Dec 20229:00 amRNSPrice Monitoring Extension
23rd Nov 20224:40 pmRNSSecond Price Monitoring Extn
23rd Nov 20224:35 pmRNSPrice Monitoring Extension
15th Sep 20224:36 pmRNSPrice Monitoring Extension
29th Jun 20227:00 amRNSHalf-year Report
11th Mar 20229:02 amRNSResult of AGM
14th Feb 20227:00 amRNSAnnual Report & Accounts and Notice of AGM
9th Feb 20227:00 amRNSChange of Accounting Reference Date
5th Jan 20227:00 amRNSFinal Warrant Exercise and Warrants Cancellation
1st Dec 20217:00 amRNSFinal Warrant Exercise Window and Cancellation
30th Nov 20217:00 amRNSAudited results to 30 September 2021
1st Sep 20217:00 amRNSWarrant Exercise Window
19th Jul 202111:06 amRNSSecond Price Monitoring Extn
19th Jul 202111:00 amRNSPrice Monitoring Extension
29th Jun 20219:15 amRNSHalf-year Report
23rd Jun 20219:05 amRNSSecond Price Monitoring Extn
23rd Jun 20219:00 amRNSPrice Monitoring Extension
1st Jun 20217:00 amRNSWarrant Exercise Window
15th Apr 20214:41 pmRNSSecond Price Monitoring Extn
15th Apr 20214:35 pmRNSPrice Monitoring Extension
12th Apr 20212:05 pmRNSSecond Price Monitoring Extn
12th Apr 20212:00 pmRNSPrice Monitoring Extension
3rd Mar 20214:31 pmRNSWarrant Exercise Window
5th Feb 20217:30 amRNSRestoration - Myanmar Investments International Ld
5th Feb 20217:00 amRNSDevelopment in Myanmar
1st Feb 20219:31 amRNSDevelopment in Myanmar
1st Feb 20218:08 amRNSSuspension - Myanmar Investments
12th Jan 20219:01 amRNSResult of AGM
6th Jan 20217:00 amRNSExercise of Warrants
11th Dec 20201:00 pmRNSNotice of AGM And Posting Of Annual Report
1st Dec 20207:00 amRNSWarrant Exercise Window
30th Nov 20207:00 amRNSAudited results to 30 September 2020
18th Sep 20203:52 pmRNSHolding(s) in Company
18th Aug 20205:17 pmRNSBoard Change
29th Jun 20207:00 amRNSInterim Results to 31 March 2020
28th May 20209:05 amRNSSecond Price Monitoring Extn
28th May 20209:00 amRNSPrice Monitoring Extension
1st Apr 20207:00 amRNSUpdate on the sale of MFIL
23rd Jan 20203:16 pmRNSUpdates on Apollo Towers and Medicare

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