Asia Strategic Holdings Limited (LSE: ASIA), the independent developer and operator of consumer businesses in Vietnam and Myanmar, has announced a material update to its Convertible Note Programme on 4 November 2026. The company has agreed to extend the maturity of US$4,150,000 Zero-Coupon Convertible Notes to 31 October 2029, while simultaneously converting US$3,105,000 of notes at a floor price of US$11.53 per share, resulting in the issuance of 269,297 new ordinary shares. The board has confirmed that trading across the group has continued in line with management's expectations following its interim results for the six months ended 31 March 2026.

Key Points

  • Asia Strategic Holdings Limited (LSE: ASIA)
  • US$4,150,000 Zero-Coupon Convertible Notes extended from 30 October 2026 to 31 October 2029; US$3,105,000 to be converted at US$11.53 per share
  • 269,297 new ordinary shares to be issued, bringing total shares in issue to 3,291,217; MACAN's stake rises from 31.8% to 32.7%
  • Investors should watch for the further announcement on Conversion Shares issuance and London Stock Exchange admission

MACAN's US$3.15m Notes Extended and Partial Conversion Terms Confirmed

MACAN Pte. Ltd, Asia Strategic's largest shareholder, holds US$3,150,000 of the US$4,150,000 Zero-Coupon Convertible Notes subject to the maturity extension. The original programme, first announced on 4 November 2021 and amended on 25 November 2024, has been structured to provide the company with flexibility to pursue new investment opportunities. MACAN initially subscribed for US$3.5 million of notes in November 2021, with an additional US$1.0 million agreed in October 2024. Following the extension and conversion, MACAN will continue to hold US$3,150,000 in notes maturing on 31 October 2029, maintaining a significant ongoing financial relationship with the group.

269,297 New Ordinary Shares to Be Admitted to London Stock Exchange Following Conversion

The conversion of US$3,105,000 of Zero-Coupon Convertible Notes, including US$1,350,000 held by MACAN, is expected to occur at the floor conversion price of US$11.53 per share, resulting in 269,297 new ordinary shares. Following issuance, the company will have 3,291,217 ordinary shares in issue. MACAN's holding will increase from 960,000 to 1,077,086 ordinary shares, representing 32.7% of the enlarged issued share capital. The company states that an application will be made for the Conversion Shares to be admitted to trading on the main market of the London Stock Exchange, with a further announcement expected in due course.

Related Party Transaction Approved by Independent Directors as Fair and Reasonable

The company has classified the amendments to the convertible note arrangement with MACAN as material related party transactions under DTR 7.3.6, given that CEO Enrico Cesenni holds 35.1% of MACAN's voting rights and 2.0% of the company's voting rights. The company's independent directors have determined the terms to be fair and reasonable and in the best interests of the company and its shareholders. MACAN also holds a separate US$4.5 million loan facility at 6% interest expiring 31 December 2027, of which US$3.8 million had been drawn as at the date of the announcement.

Group Trading in Line with Expectations Across Vietnam and Myanmar Education and Services Operations

Asia Strategic's board confirmed that trading across its operations has continued in line with management's expectations since its interim results for the six months ended 31 March 2026. The group operates 37 schools serving over 10,970 students across its Education division, encompassing English language learning, coding, K-12 and tertiary education. Its Services division includes EXERA, an integrated risk and facilities management provider employing approximately 2,280 personnel across around 280 sites in Myanmar and Vietnam, alongside boutique hostel brand Ostello Bello. The group applies an asset-light strategy to scale its consumer business portfolio across emerging Asian markets.